The Danny Phantom Superhero Project
by Feral2K
Summary: An alternate telling allowing Danny to break out of the ghost-hunting routine.
1. Secret Origin

I do not own Danny Phantom, nor do I own any of the characters that appeared in the series.

**The Danny Phantom Superhero Project**

Secret Origin

"You know, Danny, that this might not be the best of ideas, right?"

"Oh come on. Dash is just gonna pick this kid apart if we don't do anything. Besides, _if_ Dash tries messing with me, I can always threaten to hold out on those tickets I was going to get him."

Danny Fenton was sitting on a bench outside of Casper High with his friends Sam Manson and Jenny Ashikawa, watching Dash and his cronies pick on a new student. Honestly, while Dash looked out for him, Danny knew it was because he was afraid Danny would have his dad, pro wrestler Jack "The Jackhammer" Fenton, beat him up if he did anything. It was nice, but he knew his only real friends were sitting with him right now. Standing up, Danny started to walk over to Dash, although he didn't get more than a step away before someone grabbed him by the back of his shirt. He looked back to see Jenny giving him a look that was clearly telling him to not get involved. He lightly picked her hand off his shirt and walked over.

"Hey, Dash, leave off this one, okay?"

Dash looked down at Danny; he had gotten a _lot_ bigger over the summer. For a few seconds, Danny was a little scared Dash would forget the semi-business relationship they had. To his surprise, Dash let go of the new guy, brushing his front off. With a muttered "There you go", Dash and his group walked off, leaving Danny alone with the new guy. Both of them walked over to Sam and Jenny, sitting down with them.

"So, you actually managed to rescue him. What's your name, kid?"

The new guy, who had been staring at Jenny, turned to face Sam.

"Tucker Foley. Me and my family just moved here from Seacrest City, kind of a rush thing-"

"I know you! You're the kid that built that battlesuit and fought Captain Superior!"

Hidden by Tucker's head, Sam rolled her eyes. Danny was obsessed with superheroes and their enemies; it was his burning desire to acquire superpowers and join the rest of the caped crusaders in the fight against evil. She thought it was a little idiotic, but everyone had to have a dream, even if it was impossible. Tucker looked visibly uncomfortable at the mention of this incident.

"Look, I really don't want to talk about that. It's kind of the reason we had to move, if you know what I mean."

"Come on, can't you-?"

Jenny shook her head firmly, shutting Danny up. Tucker turned to look at her again, and this time it was her that rolled her eyes. That was the thing with Jenny; she never spoke a word, but could clearly communicate anything with a simple gesture or look. She was clearly telling Tucker to leave her alone; he wasn't getting the hint. Before he could ask her something stupid, like if she would go out with him, Danny jerked his thumb at the school building.

"Lunch is almost over. We'd better head in before we end up being late."

They stood up and headed back into the building, eager for the day to be over. First days always seemed to take forever.

"Huh. Guess your family's doing pretty well, Danny."

The four of them were standing outside Danny's house. Tucker was right; between his dad's wrestling career and his mother's job as a prosecutor, his family had enough money to afford a respectable sized house _and_ fund his older sister's mysterious experiments she did in the basement. They weren't as rich as Sam or Jenny's families, but they did all right. Danny said good-bye to his friends and went in. His sister, Jasmine, greeted him in the foyer.

"Hey Danny. How was school? They actually teach you anything, or was it just one of those stupid 'get to know you' type days?"

"The second, why?"

"Well, I kind of need someone to test my experiment on, and I was wondering if you, you know, if you wanted to . . . "

Danny had kind of been expecting this. He knew Jasmine was working on some kind of genetic modification theory, and he was a little unsure if he wanted any part of it. His thoughts must have shown on his face, because she immediately started to bargain with him.

"Come on, it isn't dangerous. If you must know, I'm . . . I'm trying to figure out how to activate superpowers. If it doesn't work, no harm done. But if it does, well . . . you might be able to do something about your superhero dreams. Just something to think about."

She walked towards the kitchen, silently counting down in her head. _Three, two, one . . ._

"Jazz, wait! I'll do it!"

Jazz smiled inwardly. She knew the superpowers argument would win Danny over, easy. She didn't even have to lie about what she was doing, either. She turned to Danny, letting a less jubilant version of what she was feeling inside show on her face.

"Great! C'mon, we've got to go to the basement to do this, that's where my lab is. It won't take long, trust me."

Danny and Jazz moved quickly through the house until they got to the basement stairs. Jazz turned on the light and led the way; she was down here all the time, and could guide Danny to the section of her makeshift laboratory with ease. It took them a few minutes to get to her exam area, since Danny was more than a little curious about some of the stuff Jazz kept down here. When they got there, she had him sit down on a table while she plucked a few syringes out of a sterilizing solution.

"All right Danny, just a few pricks and we're all done. OK?"

Danny nodded, eager to see if he would acquire superpowers. He was so hyped up that he didn't even notice the sting of the needles' piercing his skin. After a few minutes his shoulders slumped in time with his spirits; nothing had happened to him. Jazz looked a little disappointed as well.

"Cheer up, little brother. It might not kick in right away. Just remember, this is our little secret, okay?"

"Sure. No problem."

Danny felt bummed the rest of the night. He barely talked during dinner, and shut himself up in his room shortly after the meal was finished. He was lying in the darkness, staring up at the ceiling, when he finally fell asleep. While he was wallowing in his despair, Jazz was downstairs, making notes and muttering them to herself.

"Combination of chemicals used does not immediately take effect; clearly some kind of accelerant is needed to ensure speedy delivery. It is possible that body mass is a consideration, as Subject Alpha is considerably larger than lab animals. Of course, there is the possibility that the combination does not work on humans. Will have to observe over the next few days to determine if more testing is necessary."

She looked over the data on her computer screen, yawning as she did so. It was late, but she had to get it down or else she'd forget it overnight. Rubbing her eyes, she powered down her computer and went over to the cot she kept down here; it was too late to risk tripping on the way up the stairs. She hoped her compound was right this time; she'd been banking on this one working. She wanted the fame, the prestige, everything that went along with being able to induce powers in humans. It would show the professors that had thrown her out of several colleges over the years that she was _right_, that her theories weren't just (yawn, had to get to sleep) wild thoughts of a disturbed child, like they said. She'd show all of them . . .

"Danny, are you all right? You don't look so good."

Danny waved away Tucker's question like it was stupid, but Tucker did have a point: Danny didn't feel well at all. He'd been nauseous since he woke up, and his mom had said he looked a little pale. He'd wanted to ask Jazz to take a look at him, but she'd locked herself in her self-made lab, and so he had to go to school without talking to her. He was lagging behind the group for a second to lean against a locker when he noticed something: his hand was slowly sinking _through_ the metal door. He jerked it away, and then pressed it up against the door again. This time the metal held, or his hand held, or however you wanted to look at it. He didn't realize he was just standing there in the hall, staring at his hand, until Jenny came out of the classroom and grabbed his arm, tugging him after her; she looked really worried about him. She managed to guide Danny to his seat and sit down in her own before the bell rang.

"Now class, open your books to page . . . "

Danny tuned out her voice entirely, focused on his hand. Had he imagined his hand halfway into the locker door? It didn't look any different from how it had yesterday. He was staring so intently that, for a moment, he failed to notice it vanish entirely. That lack of awareness only lasted a second though, while his invisibility lasted for at least a good five seconds. He immediately raised his hand, which like the rest of him had reappeared, and the teacher looked at him, confused.

"What is it, Mr.-?"

"I gotta hurl!"

She immediately pointed to the door, which Danny took at a run. He actually did head to the bathroom, though it wasn't to throw up. He just wanted to find a mirror. Thankfully the closest bathroom was deserted; he went up to the mirror and stared into it, waiting for himself to disappear again, or do something new and unexpected. It took a minute, but something finally happened: his hair turned snow-white and his eyes shifted from blue to bright, glowing green. He blinked and shook his head, even splashed water on his face, but he was still the same new set of colors when he had done all that. He found himself grinning. Invisibility, intangibility . . . superpowers. _I'm a superhero!_ He heard the bell ring and realized that he couldn't go walking out looking like this. He closed his eyes, concentrating hard on looking normal again. When he opened his eyes again, his eyes and hair were back to normal. He slowly left the bathroom, still very excited by what had just happened. He had to tell someone. He had to tell his friends, and _soon_.

"Hurry up, you guys! I want to show you something!"

"I thought he was sick, didn't you?"

Tucker looked at Sam and Jenny when he said this. Sam gave an assertive "Yes", while Jenny nodded fervently. Danny noticed that they weren't following him as closely as he would have liked and doubled back to join them. When he got closer, Sam could see that Danny was practically quivering with excitement; she'd known him pretty much her entire life and she'd never seen him this excited ever. Fortunately, Amity Park had several small parks scattered around the city, and they eventually found one that was deserted. Danny waved them over near a tree and then turned to them, grinning.

"Brace yourselves, people. I'm going to stick my arm through this tree."

"No! I'm not sitting by while you hurt yourself again trying to show off made-up superpowers!"

"He did that?"

"Yeah, before you or Jenny met us, back in the second grade. He climbed up a tree and told me he was going to fly."

"How'd it go?"

"He ended up breaking his arm in two places. It still hurts every once in a while, right Danny?"

"That's all in the past. I swear I can do this. Just watch."

Danny screwed up his face, and all three saw his hair fade from black to white and back a few times. He then hauled off and punched the tree. Jenny's hands flew up to her mouth, and Sam actually let out a little shriek of terror. It wasn't for a few seconds that they realized that Danny was standing calmly in front of them with his arm stuck halfway through the tree. Sam ran up to hug him, passed through, and ended up running into the tree face-first. She cupped her hands over her face while Tucker cheered and Jenny applauded. Danny withdrew his arm and bowed, vanishing immediately after bending over. All three of them started looking around for him, but it wasn't until Danny grabbed Tucker's hat off his head, eliciting a jerk and outcry, that they realized where he was.

"No way! I can't believe it; you really have superpowers this time!"

"Yeah, I guess it was bound to happen. Now all I need is a costume and a catchy name and I'm in business."

"Maybe I'm just saying this because I'm new here, but how many super-villains or, for that manner, regular crooks are really active in Amity Park?"

But Danny was so caught up in the possibility of living his dream that he wasn't really paying attention to Tucker. In fact, it was Sam's question that got a response out of him.

"How exactly do you plan on getting around town to do this, anyway? I mean, you can't really take the bus or get your parents to drive you around, right?"

"Actually, I was hoping to try something and, since I can turn intangible now, it's not like I can get hurt-"

"Oh, don't jump out of a tree again, please. I don't think I can take it."

Danny ignored her, pulling himself up the branches of the tree he'd just punched. He made his way up to the top, paused a second to steel up his courage, and jumped. He actually hit the ground, passing through it for a few feet before he managed to pull up, shooting up out of the ground and into the air. He'd never thought flying would be the best feeling he'd ever felt. He rose higher and higher until, down below-

"Danny! Get down here before someone sees you!"

As soon as he heard that, he realized that flying above the tree line would definitely ruin any plans of a secret identity. He dropped to the ground at once, focusing on losing his powers. Sam and Jenny were all over him, congratulating him each in their own ways, while Tucker stood back, a little ashamed that he'd been let into this little club without properly knowing Danny or his friends. Danny let the rush carry him for a little longer until he realized . . .

"I don't have a costume. Nothing even remotely close."

"You can fake it at first, right? I mean, don't most superheroes do that anyway?"

"In the comics, yeah, but even there it doesn't always work right. Look at Batman. His first night out, he tried doing it without a costume and it backfired on him. I want to do this right from the start, and that means I need a costume."

His spirits immediately dropped again. Without a costume, he could easily be mistaken for a thug with a gimmick, even if he was trying to do the right thing. But where was he supposed to get one? It wasn't like he could just walk into a store and buy one; no superhero he'd ever heard of, real or imaginary, let slip who made their costumes. And it wasn't like he could just walk up to Captain Superior or Good Knight and ask them who made theirs. He needed someone he could trust, someone he knew he could count on to not spill his secret, someone smart. And then it hit him like a thunderbolt, and he was amazed that he hadn't thought of it before.

"I bet Jazz can help me out with this!"

"Who?"

"His super-genius older sister. Let me guess, she's the one that gave you superpowers, right?"

But Danny had already broken away. He had to see Jazz, now, right _now_. This was important.

"It worked? Ohmygod ohmygod ohmygod YES! I did it!"

Jazz threw her arms around Danny and practically danced on the spot when he told her about what had happened at school and at the park, although he didn't tell her that his friends had seen it. She ran over to one of the closets on the wall and pulled out a white jumpsuit with black gloves, boots, belt and collar. She held it up to Danny as if trying to size him up and then shrugged.

"Oh who cares, it'll resize itself anyway I'm a GENIUS! Haha, let's see Professor Tecnus when I show him-"

"Whoa, Jazz, can't I give this a test-drive before you start showing me off to your friends? I mean, who says these powers are even permanent? What if they wear out tomorrow? Just give me a week to test them out before you start shouting it from the rooftops, okay?"

"Oh, um . . . okay, I guess. Good luck!"

"Yeah, thanks! See you later!"

Danny rushed through the house to his room, glad for once that his parents were rarely home before 6 pm. He threw his new costume on his desk and studied it. It was missing something. Not a cape, he'd always thought those looked stupid, but still, something wasn't right. He sat down on his bed and stared at it until it hit him. He needed a _symbol_, something to identify him as a unique hero. But what? This required some serious thought, and he bent all his brainpower towards this end, pulling out a notebook to sketch in as he tried to decide on a concept. After about an hour he hit on something, sketching it out on the paper. It looked even better on paper than it had in his head. Grabbing a black permanent marker, he drew the symbol on the chest of the costume, careful not to screw up. When he was done he held it up; a black letter D with a small cutout in the bottom to show a letter P in the negative space, with little wisps coming off of the rounded part of the D. He was about to try it on when he heard his mom come in through the front door. Stuffing the costume into his closet, he left his room to help get dinner ready.

Danny practically flew through dinner, eager to try on his costume. He didn't notice that Jazz was sitting silent and thoughtful; if he'd been paying attention, he might have thought she was plotting something. But he wasn't paying attention; he was simply daydreaming about catching bad guys and being popular for doing it. Once dinner was done, he went up to his room and pulled his costume out again. Stripping down to his underwear, he pulled the jumpsuit on. The split in the front sealed up seamlessly, and the suit tightened to fit him like a second skin. He moved around, testing his range of motion and flexibility while wearing his costume. Satisfied, he decided to fly to Sam's house to show her his new look.

He opened his window, about to jump out, when he remembered his first, disastrous attempt to fly. His arm gave a slight twinge when he thought back to that incident. He closed his eyes and felt the change come over him. When he opened his eyes he looked in the mirror to make sure he'd changed colors, the sure sign his powers were active, and got a little shock. His costume had changed color as well, reversing the white and black completely. He had no idea his powers would do that, but he liked the new color combination better. He had another thought, and powered down to test his theory. As he suspected, his costume disappeared when he released his powers; he immediately grabbed his clothes and put them back on. _At least I don't have to worry about changing into my costume whenever I need to do something_, he thought as he pulled his jeans back on. Hopefully his transformations wouldn't damage his clothes; that could get expensive, and embarrassing. Now, time to see Sam.

Sam was sitting in her room, listening to music on her headphones while doing her homework. Danny didn't want to surprise her, so he decided _not_ to float through her wall and touch her on the shoulder. Instead, he knocked on her window, hovering about twenty feet off the ground to do so. She jumped when she heard the knock, but brightened up when she saw him outside her window. She opened it up for him, and he pulled himself through. She looked him over, more than a little impressed.

"Nice look. I gotta say, you might actually be able to pull this off. Have you come up with a name for yourself yet?"

"I was thinking . . . Danny Phantom. How's it sound?"

"Terrible. I mean, you're practically _giving_ away your secret identity with that. Danny Fenton, Danny Phantom, they sound so much alike that people will figure it out, and then everyone you care about is at risk. Why not just go with 'The Phantom'? It still sounds cool, right?"

"But . . . I designed the symbol for 'Danny Phantom'. See, it has the D and the P on it, and-"

"Trust me, it's a bad idea for anyone to have a clue to your secret identity. All those comics you made me read have taught me that much, at least."

Danny sighed, but he saw Sam's point. He wouldn't be able to live with himself if he got his family or friends hurt trying to save people. "The Phantom" he would be. He stood up, stretched his arms, and then phased himself through Sam's wall and flew off into the night. He didn't want to go home immediately, but spend some time thinking. He floated over the buildings of Amity Park, deep in thought, when he heard something in the alley below. He turned invisible, hovering over the dumpsters while he watched two men. One had a mask on and was holding a gun on the other, who was trying to remove his wallet from his pocket. The man with the gun waved it impatiently.

"Don't make me shoot you man. Just gimme your wallet and we can all go home."

"I'm trying! My hands are shaking, you gotta believe me!"

The scared man finally got his wallet out, and the man with the gun grabbed it from his hand. The armed man started running, and Danny saw his chance. Turning visible again, he dropped out of the sky to land in front of the mugger, who stopped when he saw Danny. He raised the gun quickly, but Danny reacted instinctively, raising his own hand without knowing what he was doing. To the surprise of both of them, a ray of green energy flew from his palm, knocking the gun from the mugger's hand. He turned to run the other way, and Danny flew over him, dropping down to knock him to the ground. He pulled the stolen wallet from the mugger's hand and took it over to the would-be victim, who was on his cell phone with the police. The man looked terrified, though Danny hoped it was because he had almost been robbed, rather than because of him. He made to leave after giving the man back his wallet, but a question held him back.

"You . . . you saved me. Who are you?"

Danny turned to look the man in the eyes, grateful for his changed colors; he would be almost unrecognizable like this. He thought about what to say for a second, settling on a simple declaration.

"I'm the Phantom. You keep out of trouble."

And before the man could say anything, Danny took off, turning invisible so he couldn't be followed on the way home.

The alarm jarred Danny out of a sound sleep, and it took him a few times to find the clock to turn it off. He couldn't bring himself to get out of bed, not until he heard a knock on his door. He lifted his head off the pillow to look at Jazz, who was frowning at him from above.

"Test drive, huh? I thought you'd just start flying around or something, not go around beating up people in the street!"

"Wuh-tha' really happened? Aweso-"

"No, not awesome. You could have been hurt, you could have been _killed_, and then what would I tell Mom and Dad? 'Hey, just thought you should know, I gave Danny superpowers and he got killed trying to be a hero because of me.' You need to be careful!"

"I'll be fine. I jus-" He yawned massively in the middle of the word, "-t tried to help, that's all. Was it on the news or something?"

"Yeah, some guy was on the radio, talking about 'the Phantom' saving him from a mugger last night!"

"Yes!" Danny's voice was muffled a little by the T-shirt he was pulling over his head, but the enthusiasm was still very audible. "I'm on my way to-"

"To an early grave! That's it, I forbid you to do any more superhero stuff! It's too dangerous!"

"You _forbid_ me? Come on, Jazz, you're not my mom. You can't 'forbid' me doing anything. Now if you don't mind, I have to get to school."

Danny shoved his way past Jazz, grabbing his backpack while he went through the door. Jazz was more than a little upset. She'd held up her end of the bargain, so why was he being such a jerk? _Fine. If Danny wants to play superhero, I can give him all the supervillains he could ever want_. She grinned a little at that thought. If she did this right, she'd even be able to fund another round of testing for an improved serum. Just had to play it cool . . .

Danny was sitting at his table at lunch, frantically scribbling an essay he needed to do for his English class. Sam, Tucker and Jenny were all watching him, and they all had the same idea. Sam, who had known Danny the longest and was therefore the one he was least likely to get mad at, decided to say it.

"You know, maybe it wasn't a good idea for you to go out joyriding with your powers last night."

"I needed to think, and the whole hero thing just happened. I didn't plan it that way. Besides, what was I supposed to do, just let that guy get robbed?"

"Yeah, but the least you could have done after that was do your homework _before_ you went to bed. Lancer's gonna know you're just rushing through it because you didn't do it last night."

Danny paused for a moment, scratching the back of his head with his pencil, trying to think of how to end his essay. Sam was right; he really should have done this the night before. Still, his first night as a superhero had been too cool to pass up. And his fame was spreading; all day he'd heard other students talking about him, even if none of them knew he was the Phantom, or even, in some cases, that he was calling himself the Phantom. The funniest one was when he'd heard Paulina Sanchez telling her friend Star that he was running around as "the Specter". He finally thought of something to write down and put it on the paper, knowing full well that he was going to get an F on this paper. In his mind, it was well worth it.

In the end, even Mr. Lancer making him re-write his essay ("And this time, Mr. Fenton, why don't you try actually spending some time working on it?") couldn't dampen his spirits. He split off from his friends, making some lame excuse for the crowd to hear; Jenny, Sam and Tucker all knew he was going to fly around the city looking for something public to do.

Danny floated above the city for a while, growing bored as the day passed by. _Is _this_ what superheroes have to do most of the time?_ He was about ready to call it quits when he heard a loud BOOM echo up from the streets. His attention immediately shifted from the interesting shape he'd seen in the clouds to the ground below, where two people were tearing up Main Street. The first was a woman that was bulging with muscles Danny'd never seen before. Her companion, a man, was flanking her on the sidewalk; he had flames dancing on his palms. Danny shot down, pulling up just in time to hover in front of the duo. When he saw them up close, he was amazed at how young they were; both looked younger than Jazz, and she was only in her early twenties. The woman – make that girl – pointed at him.

"It's the Phantom! He's here!"

"Yeah, I'm here, and you – whoa!"

Danny had to take off to dodge a gout of flames from the boy on the left; he knew that most energy attacks could still hurt him while he was intangible, despite its effectiveness against physical harm. He had to focus on the pyro first, since his powers could do infinitely more harm if he hit an underground gas line. In the end, it was a simple solution; he shot the plug off of a fire hydrant with an energy blast from his hands. The resulting deluge struck the firecaster in the side, throwing him across the street and into a parked car, which knocked him senseless. _Easy enough_, he thought, _now to take care of the other one._

The girl rushed Danny, swinging her massive fists wildly as she closed. Her first strike caught him in the chest, knocking him backwards but not hurting as much as he thought; apparently his physical endurance had improved with the rest of his powers. Danny responded by taking a swing back at her. Not only did he hit, but he also knocked her on her heels a little. He was apparently a little stronger, but now wasn't the time to test his new limits. He flew into the air, out of reach of her ridiculously oversized hands. He went higher and higher, out of range of even the most determined potential throw of a car or mailbox. Curling his hands into fists he shot straight down, forcing an energy blast to wrap around his hands instead of shooting out. By the time he hit the girl he was dropping like a lead balloon; he actually had to make himself intangible to keep from shattering his arms from the force of the impact. When he floated up out of the sewers, he found that the girl was lying unconscious in a small crater left from his attack. Several police officers were surrounding her and her companion. One of the officers came over to Danny, looking relieved.

"Phantom, thanks for the assist. I don't think we could have brought these two down without your help."

"Yeah, uh . . . sorry about the street. I didn't think I'd hit that hard-"

"It's not as much damage as she could have done on her own. I'm Captain Jimenez, by the way."

"Good to meet you. Listen, can I sit in on the interrogation? I'm a little new at this and just want to get the full perspective on how this whole thing works . . . "

"Yeah, of course. You need a ride, or can you just follow the cars?"

In the end, Danny decided he would follow the cars, figuring that it would look bad if he got into a police car. By the time he got to the interrogation room, the girl had shrunk significantly; most of her muscles had vanished. Danny was standing behind the two-way mirror, watching as Captain Jimenez began grilling her. After a few half-hearted struggles she slumped into the chair, answering the questions sullenly. It wasn't until they got to the part about where she'd gotten her temporary powers that he really got interested.

"So, how exactly _did_ you come by your strength powers? I can't imagine that those were something you were born with."

"Some creepy chick found me and Ed, told me she wanted us to test this crap. I thought they'd be permanent; God knows I paid enough for them to be."

"A 'creepy chick'? Any name, something to identify her by?"

"Some super-creep name, 'Jizz' or something like that."

"You mean 'Jazz', right?"

The girl shrieked; Danny had phased through the wall to ask his question, and she clearly hadn't been expecting that. When she got calmed down, Danny pressed her again. Something about his urgency showed through, and she answered, though still in the same sullen tone.

"Yeah, 'Jazz' sounds about right, I guess. Why, d'you know her?"

Danny walked out of the interrogation room, Captain Jimenez close behind. She looked at him with eyes full of questions. She managed to get in front of him, stopping him before he left the station.

"Who's Jazz? Why does it have you so shook up?"

"She's the one that gave me my powers. I didn't think . . . she wasn't supposed to start making villains. Give me an hour to bring her in. I can talk her down."

"I can't promise that, but I'll do my best. Go get 'em, kid."

Danny phased through his home, heading straight for the basement. If he went in as Danny, Jazz might try to talk him out of turning her in. As the Phantom, she would know he meant business. At least, that was what he hoped. He really hoped the whole psychology thing paid off.

When he landed, Jazz was sitting at one of her workbenches, facing away from him. While he watched she tucked a loose strand of her long red hair behind her ear. He cleared his throat and she turned her head just enough to see that it was him before turning back to her work.

"They talked, didn't they? I should have known they would. They didn't seem like the type to keep their mouths shut."

"You . . . you really gave them powers? I thought you were only going to do that once!"

"I never said that. Besides, I need to fund my research, and if that means I have to home-brew a few temporary enemies for you, well, I figured you'd be happy for the chance to play superhero."

"You have to turn yourself in. No running away from this."

"But that's exactly what I had in mind. See, I've found that certain mixes make different powers. I've isolated speed, and I figure a double dose will let me run as far and as fast as I need to so I can keep up my research. Now, if you don't mind-!"

Jazz stuck the needle in her arm so quickly that Danny couldn't have stopped her if he tried. She shuddered a little, and he could see everything _click_ all at once. In a second she was at the door, leaving a blur behind. Even when she was standing still she was throwing off afterimages, leaving her looking blurry and washed-out.

"Catch me if you can, little bro!"

Danny had a slight advantage in that he could phase through solid objects; it was only the fact that Jazz had to move around everything in the house that kept her from getting out of reach immediately. Once they got out in the open Danny was hard-pressed to keep up, especially with the superheated wind blowing off around Jazz. Even so, he knew she was toying with him, that she could easily outstrip him if she really wanted to. She was genuinely enjoying the chase.

"Jazz, stop this! You don't have to throw it all away like this!"

"? Neeveeerliiittlebroo!"

"You want to run, fine. Just don't expect me to chase you. I'm through."

Danny stopped instantly, hovering in the air. Jazz was furious; she wasn't done with her little game. She spun around on her left leg, ready to start dragging him through the streets – and all the tendons, ligaments and cartilage from her knee down disintegrated from the immeasurable g-forces forced onto them all of a sudden. She ended up bouncing along the ground as her broken body refused to support her weight anymore, shrieking in agony from her ruined leg. Danny was at her side in an instant as she stopped; he looked like _he_ was the one in pain, when in fact Jazz was only conscious because the pain was too intense for her to black out. He was saying something, but she couldn't hear him over her own screaming. She was floating . . . someone was saying something . . . then nothing but sweet silence as the blackness washed over her.

"How's it going?"

Danny looked up from the park bench and saw Sam, Tucker and Jenny, all staring at him. He only looked for a moment, quickly returning to his melancholy staring at the ground. Sam sat down on the bench next to him on one side, with Tucker sitting down on the other; Jenny stood behind him, arms resting on the back of the bench. They were silent, waiting until Danny said what was bothering him. It didn't take long for him to let it out.

"I couldn't save her. I didn't even get a chance; she just turned so quickly that I couldn't do anything to help her, and now she's crippled because of me."

"Danny, this isn't your fault." Sam wrapped her arm around Danny's shoulder as she said this, and thankfully he didn't pull away from her comforting gesture. "Jazz was just so eager to prove herself right that she lost sight of what should have been really important."

"Yeah, don't beat yourself up over this. I mean, technically I'm a supervillain, but I'm not messed up or evil. Maybe she'll be all right."

Danny shook his head.

"You don't get it. _I_ did this. _I_ didn't listen to her when she told me to stop the whole superhero thing. _I _drove her to experimenting on other people. This is _my _fault. I have to give this whole thing up before someone else gets hu-"

"No!" Everyone else was surprised at the vehemence of Sam's denial. "You can't quit, not now! If anything, this should make you want to do this all the more, to keep something like this from happening to someone else's family!"

Danny thought about it for a moment and realized that she was right. He had lost someone important to him, yes, but all superheroes lost things important to them at some point. Batman lost his parents, Spiderman his Uncle Ben, Superman his entire homeworld, but they still did what was right. He had to do this, not for the thrills, but because people _needed_ him. In the distance, he heard sirens. People needed him _now_.

"You're right, I can't quit. I was just too caught up in my own self-pity to realize that. I've got to go now. They need me."

Danny stood up, transforming as he did so. He took off into the air, feeling the wind rush through his hair as he raced the fire truck. He actually found himself grinning as he did it. _How could I have wanted to walk away from _this_,_ he thought as he rocketed through the streets. This was exactly what he wanted. If nothing else, he wanted to help.

Welcome one and all to the Danny Phantom Superhero Project! I've decided to put mini-commentaries after some of my chapters to explain some of the stuff I've done, seeing as I'm going _waaayyy_ off-base with the whole mythology. Plus, I feel that I must explain why Jazz is the bad guy if I don't want to get flamed to holy Hell. Anyway, here goes nothing.

**Danny's origin and powers**

One of the big things I've changed is Danny's origin. Since his parents aren't ghost hunters anymore, the Fenton Portal is out, so he needed a new way of getting his powers. Jazz was always a genius, so it wasn't that much of a stretch to make her able to give Danny his powers. This also allows for more superpowered people showing up as long as she's around, meaning that he had a few more villains at the earliest stages of his career (if you recall, he had his powers for a month before having anyone to fight in the show). He doesn't have the Ghostly Wail, the duplication or the ice powers to start as was in the show, but I was able to eliminate one power from his roster entirely: his ghost-sensing breath. He's not "half-ghost", he's just got ghost-themed powers. None of his enemies are going to be ghosts (at least, not right now), so having the ability to sense ghosts seems a little useless.

**Jazz**

Like I said above, she just seemed like the right fit to give Danny his powers the way the story works out. Making her a villain was a bit of a wrench, but it beats what I had planned originally. In the original draft, she gives Danny his powers but gets killed when she tries to duplicate the serum for her professor, who gains powers and goes on a rampage. As a villain she provides an interesting moral dilemma for Danny . . . at least, she will once her leg heals. Just for those of you that don't read comics, the run-on sentences with the long vowels are used to show how fast she's moving; any speedster's voice sounds strung together and long-voweled when they're booking like she was. The injury comes from something I've had a problem with for a while. I just don't see how a guy moving that fast can corner like the Flash can, at ninety-degree angles like that. Hence, a quick turnabout destroys the leg.

**Sam**

As of right now, they're just friends. They've known each other since they were in diapers (again, changed from the show), so they've never really thought about being more than friends. I'm not going to do all that awkward crap they did in the show. Not gonna happen.

**Tucker**

I always saw him as the type to build some kind of doomsday device and accidentally use it. He'll be Danny's "tech guy", building him little gadgets to help out his crimefighting career. He's also mostly used in this chapter to introduce the fact that Danny's not the only superhero out there; remember, he says he fought another, more established, hero before moving to Amity Park.

**Jenny Ashikawa**

Jenny's parents help introduce the big mastermind villain of the story (if you figure out who he is, don't spoil it for everyone else, please). Jenny is the unfortunate victim of an attack by the mastermind's lackey. When you meet him, you'll understand why she was originally going to have a superhero name (Kami); she was supposed to get powers from the attack. She might still get something out of it, but for right now she can't talk. It's not that she _won't_, but that she literally _can't_; he really messed up her vocal cords when he attacked her, so she can't talk. You'll find out more in chapter 4.

What's next for Danny and his friends? The introduction of a mystic frenemy, that's what! It's kind of hard to explain without spoiling it, so I won't even try.


	2. Black Magic Woman

I do not own Danny Phantom, nor do I own any of the characters that appeared in the series.

**The Danny Phantom Superhero Project**

Black Magic Woman

"The crystal is mine, boy! Leave off, or it won't end well for you!"

"A flying broom, really? Aren't those things made more for, I don't know, _younger_ people?"

Danny twisted out of the way of her retaliatory attack, watching the fireball shoot towards the streets below. This was the first superpowered criminal to show up on patrol in the two weeks since he'd become the Phantom, and he was really hoping to stop her without hurting her too badly; the police were still a little wary around him after he brought his (unknown to them) sister Jazz in with a disintegrated left leg. The only real problem was his utter lack of knowledge on his new enemy's powers. He knew from reading comics and watching interviews on TV with the Blue Meanie that magic-users were usually tough to get a read on. All he'd seen was the flying broom and the fireball, and he had no idea if the charms and amulets this old woman was wearing did anything or were just for decoration. _Screw it. I gotta finish this so I can do that math homework_.

Danny turned down the next street, turning invisible as soon as he got out of the witch's sight. He took the time to turn incorporeal as well, drifting back through the building to follow her. She shot a glance over her shoulder but apparently didn't see him; his powers weren't all really publicly known, something he was grateful for right now. Diving, he poured on every bit of speed he could muster, turning it around to come up in front of her. Still invisible he grabbed the crystal, tearing it out of her age-weakened grip before instantly shooting out of the way of her broom; the last thing he needed was for her to fall and not be able to cast a spell to keep herself from splattering on the ground. Her furious shriek echoed through the concrete and glass canyons of Amity Park's business district, following him for a few intersections. He hefted the crystal in his hand, which had turned visible again after he had been sure he'd lost her. He'd have to stop at the police station tomorrow and turn it over to them; hopefully Captain Jimenez would be around. If it weren't for her he might not be as accepted as he was. Until then he'd hold onto it. Now, though, he had to get home and do some homework.

She was furious. All that time she'd spent, most of her life in fact, and she'd lost the crystal to a _little boy!_ This would not stand, she thought. Throwing her broom to the side of the rather spacious penthouse apartment she'd charmed the owner into giving to her, the witch called a few items to her. She would need a child to find this "superhero", whoever he was. But this child would need to know everything she knew. She shook her head. She could easily make herself young again temporarily in order to recover her crystal, but she would need her parents to complete the act. It would be easy to let them free, but would she be able to put them back when she was done? This was not the time for carefully weighing options, she decided, but a time for action.

The witch took a crystal out of the sleeve of her robe, throwing it to the ground. From the shattered remains grew a pair of middle-aged humans, one male and one female. As soon as they were fully formed they hugged before realizing they had company. The mother spoke first.

"Mal? Is that you? How long?-"

"Sixty years, but now's not the time for that. I lost something, and I need you around until I can get it back."

"Well, you kept us all these years, we could help, but what do you need us to do?"

"I need clothes," 'Mal' said, pulling off amulets, rings and robe as she did, "suitable for a young girl. I have to go undercover, and I need parents for this. You're free after this, incidentally. Hurry up, I need to be in a school tomorrow."

Her mother nodded, and both she and her husband hurried out of the room. The witch held up the amulet she'd kept. The Chronarch's Eye, it could restore someone to whatever age they wanted, provided they kept wearing it. She held it in one hand, twisting it around in her palm before pulling it over her neck. The pain of reverse-aging was agonizing, and her scream scaled and pitched as she grew younger. When it was done she collapsed, worn out from the pain. Still, it was worth it. She would have her power soon, super-being or not. It was all worth it.

Danny was doodling in his notebook when he heard Mr. Lancer say "Everyone, eyes up here. We have a new student." He immediately covered his sketch (a costume for a potential sidekick) and looked up to see a girl standing at the door, looking a little nervous. She was worth a second look, and he took it.

She was short, or at least shorter than him. Her hair was a pale purple save for the tips of the two short pigtails coming off the top of her head, which looked like she'd dipped them in ink or tar. Her eyes, which were a more shocking shade of the same purple, hung over a cute little nose and pair of petulant red lips. She walked in fully, and Danny almost laughed out loud when he saw her clothes. Her white oxford shirt was covered by a mustard-yellow sweater vest that reached just down to the waistband of her plaid-and-green pleated skirt. It looked like some kind of uniform, which meant she was considerably overdressed for a public high school. He wasn't the only one that thought she looked funny; most of the girls were giggling behind their hands, and several of the guys were biting their cheeks to keep from laughing. Sam reached over and poked him in the ribs to stop him from his silent amusement; she wasn't even tickled a little by the new girl's appearance. He looked over to his left and saw that Tucker was openly staring at this girl; he decided to poke him before he looked creepy.

"Everyone, this is Mallory . . . I'm sorry, how do you pronounce your last name?"

"Maleficarum." She had a British accent, and one of the cute ones at that. She winced a little at the new wave of giggles and snickers but pressed on bravely. "My parents moved here on business, and they didn't want to hire some kind of private tutor-"

"Yes yes, that's all well and good. How about you sit there, behind Miss Ashikawa, so we can get back to our lesson?"

Mallory started walking to the back, where Jenny sat. She made it halfway when she stumbled and almost fell. Star, who was sitting right there, said "Clumsy much?" which caused a wave of full-fledged laughter. Lancer waved his arms for silence, ignoring Star's clear attempt to trip the new girl. Mallory looked absolutely _furious_ by the time she got to her seat, though Danny couldn't really watch her, since she was sitting in the very back. He turned back to the lesson, and actually managed to take down all the notes Mr. Lancer had on the board for once. It wasn't until the end of the lesson that anything weird happened.

Star was putting her book back into her backpack when she pulled out her compact to check her makeup. Even though nothing looked wrong to Danny or his friends, she grabbed at her face, shrieking her head off about her face being disfigured. She ran out of the room, still screaming, with Paulina and the rest of her friends following close behind. Danny looked over at Sam, who looked as puzzled as he did. As they left the classroom Sam and Tucker were pushed to the side by Mallory, who was rushing to her next class. Sam was about to tell her off when Tucker put his hand on her shoulder, still wearing that awestruck expression he'd had when he'd first seen her.

"What-oh no. I'm not going to let her try and walk all over me just because you think she's cute."

"She's not cute. She's _hot_. I mean, the accent, the hair, the schoolgirl outfit, the face . . . it's like the perfect storm of hotness."

"You have a schoolgirl fetish? Sounds like you watch too much anime, in my opinion."

"I think he has a crush on her because she's a new student too. Speaking of which, maybe we should cut her into our group. She's going to need friends, especially with the way our classmates were treating her. Yes Jenny, I think we can get Tucker to promise not to hit on her," Danny added, since Jenny had given him one of those complicated looks that he could translate in an instant now.

"Hey, you know I can't promise anything like that. Not with someone as fine as that."

Tucker completely ignored Jenny's wrathful stare, though it might have just been that he still couldn't decipher her facial communications. In the end, the four of them decided that they would invite Mallory to hang out with them; Tucker's non-involvement got passed three-to-one, though he fought that policy tooth and nail. The plan was to talk to her at the end of their next class, but she wasn't present when the class started. Sam quietly excused herself on the pretense of going to the bathroom (not exactly a lie, since she figured that was where Mallory was anyway) and left the classroom, stopping in every girl's bathroom in the school.

The first one was a bust; Star was in there trying to cover up imaginary blemishes with more makeup than KISS wore at an average concert, the whole while talking trash about the new girl to a group of her hanger-ons. The next two bathrooms were empty. It wasn't until she checked the one down by the locker rooms that she heard someone crying in one of the stalls. She spent a few minutes acting like she didn't hear it, pretending to check her makeup in the mirror, before she knocked on the door. A half-angry, half-sobbing voice came out, saying "G-go away." Sam made her move.

"Mallory? Is that you?"

"I s-s-said go away."

"Look, I just wanted to let you know that me and my friends don't act like the rest of our classmates. If you wanted to hang out with us, we don't mind. We don't go after new students like Star or Dash does, that's all."

"Really? You don't think I'm a fr-fr-freak?"

"Not really, no. I mean, just look at us. I'm an eco-minded Goth, Tucker's an accidental supervillain, Danny's a comic-book junkie with too much time on his hands, and Jenny either doesn't or can't talk. You'll fit right in."

Sam heard the door unlatch and waited for Mallory to come out. When she did, Sam noticed that her eyes looked a little watery and were ringed by her tear-smudged makeup. Sam gave her a little hug, and then told her to meet them at lunch before leaving her to fix her makeup.

Mallory threw her backpack onto her bed, practically skipping through her room. She'd made some friends finally; her first time through high school wasn't that . . . and at that moment she remembered that her plan had been to use her magic to figure out if any of the kids knew who the annoying teen hero was. She screamed a British obscenity that drew an admonishing shout from her mother, who had always had a problem with rough language.

The real problem was, what was wrong with her magic? The annoying blond girl that had tripped her was supposed to get a minor blemish, not a massive acne attack that apparently only she could see. She pulled out the Chronarch's Eye from under her shirt. She'd thought it only changed your body's physical age, but her emotions and magic were acting fourteen again also. Hopefully she wouldn't have to wear it much longer; it would be terrible if, say, the effects got permanent after a while. _Oh well. Tomorrow I'll start investigating._ She grinned, filled with purpose again.

"So, I've heard you Americans have one of those super-powered types running around here. Anyone know anything about that?"

Danny looked up at Mallory; this was the first time she'd brought up the subject of superhumans, and he didn't quite know how to respond. Sam was adamant that he not let her know he was the Phantom until they knew they could trust her, and he agreed; Tucker, distracted by his crush, had suggested that there was no better way to earn her trust than letting her in on it. He'd been outvoted again, something he wasn't happy about. Danny decided to throw out the story he'd rehearsed in case someone asked him about his alter-ego.

"Yeah, the Phantom. I wish I could get my hands on him. I'd-"

"Okay, calm down Danny. The Phantom put Danny's sister in jail," Sam said, adding the last bit for Mallory's benefit, "so he's a little upset whenever someone brings up the subject."

"Oh bugger, I'm sorry. I didn't know-"

"It's all right. I mean, I'm sure he had a good reason, though we'll probably never know. He had her shipped off to some kind of supervillain mental hospital after he ruined her leg. I didn't think she was crazy, but who knows?"

Mallory excused herself, saying she was going to the bathroom. Once she was gone, Danny grinned, standing up and taking a little bow while Jenny silently applauded. Sam was impressed with the act.

"I didn't think you could lie with a straight face like that. Out of curiosity, what did you do with that crystal the old witch was going after?"

"Well, since we were busy hanging out with Mal, I never got the chance to take it to Captain Jimenez yesterday. Guess I'll have to do that tonight. No homework so far, maybe this will be an easy night."

While Danny was talking with his friends, Mallory was in the bathroom, mixing a cold potion in one of the toilets. She had the name, so now she could see what he might be doing later. She desperately wished she'd gotten some of his skin or blood so she could do a scrying on what he was doing right now, but for now she'd make do with a simple divination. She dropped the last ingredient into the bowl, watching as the liquid became clear as crystal. She could see him with the crystal, flying over a building she recognized. She couldn't use her broom this time (it was designed for someone a little heavier than she was now), but she had a spell that would pull him out of the sky, if her now-pubescent magic would do it right this time. She shook her head, taking note of the moon to get an accurate time. Satisfied with her plan she flushed the toilet, washing her work down the pipes. After tonight, she'd have everything she ever wanted. It was a _great_ time to be her.

Danny hefted the crystal in his left hand as he flew, wishing he knew some magic. He couldn't tell what was so special about it, but it was apparently important to the old witch. Maybe he could look it up on the Internet later. He might be able to find-

All of a sudden he fell out of the air, pulled down onto the roof of a building. The force was enough to stun him, especially since he didn't get all that great a landing. Pushing himself up, he saw Mallory standing in front of him. She was wearing a robe and had a gaudy amulet hanging around her neck, but it was still easily identifiable as her. She was cackling as she skipped over, amulet bouncing on her chest as she did so.

"You are _so_ predictable, you know. I just had to talk to any kid about you and I knew enough to see where you'd be tonight. Bugger me, but this is just too easy!"

"I didn't kill your grandmother, you know. She flew off into the sunset with straw between her legs, no harm done-"

"_Grandmother!_" She sounded furious. "I am the same witch you stole that crystal from! Thanks to this amulet I can be as young as I want, as long as I wear it. Bloody annoying going through this stage of life again, though; I think I'll destroy it once I'm done. What do you thi-where . . . bugger!"

Danny had used her talk to sink into the building, coming up behind her. He tapped her on the shoulder, and then grabbed her amulet when she turned. He turned both it and his hand incorporeal, plunging the amulet into her chest and letting go. Amazingly, the amulet didn't resolidify; that would have burst her heart open. She clawed at her chest, pulling her robe open to try and find it. Danny suddenly realized what he'd done and smiled.

"I think it's stuck inside you. Hope you didn't burn your bridges with whoever told you about me; you're gonna need friends where you're staying."

She stopped dead when the full realization of what he'd said hit her, letting out one of those high-pitched teen girl screams of frustration and anger while swiping across his face with her nails. She stomped her foot on the ground, disappearing when it hit. Danny palmed the amulet again before flying off to meet Jimenez. All in all, a good night.

"Let me see if I have this right. Mallory – our friend – is the old witch you took the crystal from in the first place?"

After the meeting with Jimenez, who had told Danny to keep the crystal safe, Danny had set up a four-way video conference on his computer with Tucker, Sam and Jenny, during which he had told them the entire story as far as he knew it. He nodded in response to Sam's question.

"Yep. She used some magic item to make herself younger so she could look for me. Now she's got no crystal _and_ has to live most of her life over again."

"We're still going to hang out with her, right? I mean, if we stop then she'll know we have some kind of connection with the Phantom-stop looking at me like that!"

"She's not trying to creep you out; she's just giving your idea full consideration. It freaked me and Danny out too before we figured out all her facial cues."

Jenny stopped cocking her head, smiled and nodded, meaning that she thought Tucker's idea was a good one. They talked a little more, ending the conversation after Tucker tried to get them to re-vote on whether or not he could hit on Mallory now (he was out-voted again). Danny shut off his computer, turning to look at the crystal sitting on his shelf. One day he'd find out what was so important, but not tonight. He still had homework to do.

Welcome back, whoever stuck around. I notice no flames, which means I didn't do _that_ badly. Not much to do this time. Here goes.

**Mallory**

I liked the idea of one of Danny's enemies acting like one of his friends. I do have a plan for her from now on, but she's not going to be doing much evil until she remembers how to control her magic while going through puberty (that's why her magic is going screwy). The idea for Danny phasing her youth-granting amulet into her chest actually comes from the show, when Dark Danny gets Clockwork's time amulet stuck in Danny's chest so he can't go back in time to stop him. Danny's going to experiment with how this little gift works, and it actually plays an important part in beating a villain later on. She's part of the gang now, so she'll be showing up a lot in conversations.

Next time, an actual villain from the TV series shows up, with close to the motive they had in their first appearance. Just not a ghost, that's all. See you later!


	3. Soul Survivor

I do not own Danny Phantom, nor do I own any of the characters that appeared in the series.

**The Danny Phantom Superhero Project**

Soul Survivor

She woke up screaming to find herself trapped in Hell. Literally. She was strapped to a rack, thrashing around to try and get free, but it wasn't happening. Screams from people in other rooms of the torture chambers rang in her ears, pushing her sanity to the breaking point. She closed her eyes, willing herself to ignore the noise. One noise stood out from the rest; claws tapping on the ground towards her. A hand grabbed her by the face, and she opened her eyes in reflex.

The person standing in front of her had red skin and little horns sticking out of her forehead. Her hair was orange, hanging down nearly to her butt. Her clothes were sequiny and blue-black, and a pair of tiny fairy wings poked out of her back; these made her look less dangerous than she actually was, though the person on the rack knew she was pure evil. This was the Queen of Cinders, a powerful demon, and she was _furious_. Her golden eyes flared with rage as she spoke.

"I gave you _everything_ you asked for. I wanted so little from you, but that was too much. You thought you could escape me, didn't you? Well, in case you forgot . . . I am FIRE! Your death by that element only ensured you would come to me."

"P-p-p-please let me g-g-go-"

"Not yet. You will go back to your world and bring me enough souls to meet my demands. Only then can you go free. Understand?"

She looked over the Queen of Cinders' shoulder, to the sword she wore on her back. It looked capable of shredding a soul to pieces; she was certain that would be her fate if she failed. She nodded, and the restraints fell away from her instantly. The demon walked off, and she followed. There was work to be done, and then she would be free. No matter what.

"Hey, ugly! Eat ectoplasm!"

A bulky creature with hair of flame, Skulker turned just in time to take a shot to the face. Danny idly wondered why he'd named himself Skulker; something that big didn't sound like it skulked, ever. He roared, a terrifying sound, before pulling a massive energy cannon off his back. The shot tore through the air, and Danny barely dodged the blast; even with the miss, he could feel the energy ripple through the air. _Gotta get rid of that gun. He's dangerous enough without it_. Reassured of his purpose, Danny turned invisible.

It didn't help. Skulker fired three more shots, all ridiculously close to Danny, before he could get close enough to negate the gun. When he got that close he realized that Skulker's body was made of metal. Charging his fist with ectoplasm (at least, that was what he called it; his gimmick was "ghost", and he was going to live it up), he pounded on what he realized was an armored suit, and was rewarded by a dent and a split seam in the metal. Skulker roared again, knocking him backwards with the butt of his gun, though Danny grabbed it and pulled it out of his hands. Charging his fists again, which enhanced his strength considerably, he broke the cannon in half.

"The demon wench must not be allowed to act on her schemes! I am to destroy her before she can enact her plan!"

"Dude, I have no idea what you're talking about, but you've gotta go."

Danny slammed into Skulker, forcing his fingers into the hairline crack he'd opened in Skulker's armor while charging his fists to make himself strong enough to peel the metal off. He managed to open the chest open, revealing an ugly green bat-winged humanoid the size of a Chihuahua sitting in the open cavity. It blinked at the bright light before spitting and raving furiously. Danny grabbed for it, but it disappeared in a puff of foul-smelling smoke the same color as its skin. What had he been talking about? He flew over the television studio he and Skulker had been fighting in front of, trying to see if he could get any clues. He was pushing through the crowd when someone shoved a microphone in his face.

"Phantom, Phantom! Harriet Chin, Channel 5. What was it like, fighting a behemoth like that? Were you worried?"

"Me, worried? Only that he might hurt any civilians. Under that armor he wasn't all that tough."

"Were you doing this just to protect her? Are you a huge fan?"

"What? Who are you talking about?"

"He saved _Ember McLane_? I wonder if she gave him an autograph or a photo."

Danny had sat and listened as Tucker had related the story he'd "read on his net-phone" about the fight between the Phantom and Skulker. It was the only way he could think of to tell everyone about his fight without tipping Mallory off to his secret identity, and it worked astoundingly well. The funniest part was, to hide what had to be incredible contempt, Mallory acted like a fangirl, eager to hear any news of whom most people thought was her favorite superhero. She blinked at Sam's interest in the story; as far as she knew, Sam wasn't really a superhero groupie.

"Who's Ember McLane?"

"She's only the greatest musician _ever_! She's already put out two CDs, and they're awesome! How can you have not heard of her before? Don't they have Death Metal in England?"

To her credit Mallory took no time in coming up with an answer; if you weren't listening for it, you wouldn't even notice the slight pause while she made up her response.

"My parents censored what I watched and listened to over in England. They're kind of overprotective, but they mean well."

"I can't believe you've never heard of Ember McLane before! You're coming over to my house when we're done here; we can watch the interview she's doing too, it'll be fun."

Sensing that Sam was going to be busy with Mallory, Danny left the table with Tucker and Jenny. When they were safely away, Tucker started asking more probing questions about the fight.

"So, what _was_ Skulker anyway? You said he was an armor suit with something in it, right?"

"Yeah, some kind of little monster with wings. The armor was most of his mass. No, I can't get much clearer than that, Jenny. Sadly, I think Mallory could tell what he was if I described him to her."

"Yeah, well, that's not happening. You said she was pretty upset when you stuck that amulet-thing into her chest."

"I think the word you're thinking of is 'pissed'. You know, maybe we should watch the interview, just to see exactly what she's like. I didn't exactly get the chance to talk to her, so this might help. Maybe you guys can come over to my house to watch?"

Ember McLane, as it turned out, wasn't much older than he was. Barely sixteen, her pale skin contrasted with the black eyeliner and lipstick on her face, as well as the clothes of the same color. Her hair, pulled up and back in a ponytail, was dyed a screaming metallic blue that glistened in the lights of the studio the interview was filmed in. Both Danny and Tucker were staring a little, while Jenny silently giggled behind them.

"So tell me, Miss McLane, what do you think of our local hero, the Phantom? He _did_ save your life earlier today, and I was hoping to get your take on our hometown hero."

Ember looked the interviewer, a woman whose name Danny couldn't really be bothered to remember due to lack of interest in her usual stories, in the eye. The camera shifted to a frontal shot of Ember, and they all noticed that her eyes were the same blue as her hair; they didn't look like contacts either. She cleared her throat and spoke.

"Well, to be honest, I think he really saved my butt today. It's the first time I've ever been attacked by a supervillain, but it's not the first time some crazed fan has come after me. I'm just glad the Phantom was there to protect me. And, if he's watching, I want him to know that I think he's kind of cute."

Danny turned at the sound of muffled thumping to find that Jenny was pounding her fist into the couch; her mouth was moving in silent guffaws. Tucker patted him on the back, chuckling out of both admiration and a little jealousy. All of them missed the question the interviewer asked, as well as the first couple words of Ember's response. Danny waved them silent (well, Tucker, anyway) in order to catch the rest.

"-fluence is probably Emily Markus. My mom had a bunch of recordings of her, and she made me listen to them all the time. I know picking a musician that killed herself on stage is probably a bad omen, but she's the one that taught me how much I love Metal."

"Interesting choice. Well folks, that's all the time we have right now. Remember, tickets for Ember's Soul Feeder show this Saturday are still on sale, but hurry up if you want them, they're going fast! See you ne-"

Danny turned off the TV. All of a sudden he felt like looking up this "Emily Markus"; for some reason he felt it would be important to figuring out why some mini-monster in a man-sized mechsuit had tried to attack Ember today. He said goodbye to Jenny and Tucker and went up to his computer to search the Internet for answers. He soon found himself slogging through a lot of fan-made memorials; in fact, it took him three hours to find a page devoted to the facts. He scanned through, noting that she had been playing for years in the late 80s with no success until a label had picked her up overnight. A few years of fame and fortune followed, with all the typical drugs and such involved. Then he got to the last part and found himself stunned.

"Markus' Zombie Rock tour was a rousing success until she played in Cleveland. At the end of what turned out to be her last show, and to thunderous applause, Markus doused herself in gasoline and lit herself ablaze. By the time the fans realized what she had done she was dead, leaving behind a legacy of brutal music, drug addiction, and massive scandal. The only clue as to why she did this comes from her drummer Zak "Stoney" Jameson, who said a strange man had come to visit Markus an hour before the show started. He had no idea what they talked about, but he believes that the man's message is what drove her to suicide. For a list of Markus' best-selling albums . . . "

Puzzling. Emily Markus had been on top of the world one day, and literally dead the next. He pulled up some of her songs, listening to them one at a time before doing the same with Ember's music. They were practically identical. In fact, Ember had done covers of Markus' three biggest hits: "Remember the Death's Head" (which Ember had shortened to "Remember"), "Skull Board" and "Zombie Rock", which was the last song Markus had played before her onstage suicide. He pulled up pictures of the two, and found that they looked very much alike; in fact, they could have been mother and daughter, or more likely aunt and niece. This was intriguing, but he could almost put it down to coincidence. Except for Skulker. He seemed to have an inside track on information about this, but there was no way Danny could talk to him, not after beating him down the way he had. He needed to ask Mallory, but how to do that? And all of a sudden he had an idea . . .

"How can you have never owned a cell phone before? It's, like, one of the basic human needs these days."

"I pretty much didn't leave the house back home. My parents paid for private tutors, private doctors, the whole shebang. I had to fight tooth-and-nail to get them to let me attend a real school when we moved over here. Is this a good one?"

Danny looked at the phone Mallory was holding up, but he was letting Tucker, who was good with all things mechanical, tell Mallory what she wanted in a phone. It was just the three of them today; Jenny was doing something with her parents, and Sam was getting ready for the Ember concert tonight. Danny was waiting for Mallory to head home so he could interrogate her; he had a plan to get her to talk. Mostly to keep her from suspecting he was up to something, he asked "So, what did you think of Ember's music?" Her reaction was immediate.

"Bleagh, that rot wasn't music! It was just shouting with angry noises played in the background! And the volume! I'll be amazed if I can even hear anything on this phone after that ruckus. How Sam can listen to that garbage is beyond me."

"You at least didn't call it garbage in front of her, did you?"

"No, though I really wanted to. She tried to get me to go with her to that concert, but I turned her down. I've heard what goes on at those things, and I want no part of it."

They spent the rest of the afternoon shopping for a phone, after which they had lunch in the food court. When they were done, Mallory started walking home; she lived close enough to the mall that she could do that without it looking weird. Danny slipped behind a Dumpster, silently cursing his need to wallow in the filth back there. He transformed into the Phantom, gliding overhead until Mallory turned down a seldom-used side street on her way home; looking down, he could see her playing around with her phone, trying to teach herself how to work it. He floated down in front of her, drawing what he assumed was an British obscenity when she looked up and saw him.

"Do you kiss your mother with that mouth?"

"Bugger off, you flying cretin! I ought to banish you to the Abyss. We'll see how smug you are after-"

"Honestly, why haven't you done that yet? Don't tell me you lost your power after our last encounter, that wouldn't be any fun."

"Shut up! And for your information I'm stronger than ever. It's just these cursed bodily functions wreaking havoc with my power again."

"Seriously? Puberty screws up magic?"

"If you want to be crude about it, then yes. Urgh, how I got outsmarted by a simpleton like you . . . you at least have a reason for annoying me, right?"

"Yeah. You heard about the attack on Channel Five earlier in the week? Good, I need to know something . . . "

He described the creature inside Skulker's armor – or was it Skulker _under_ the armor? – to Mallory, fitting in every detail he could remember. She was pinching the bridge of her nose by the time he was done, clearly fed up with having to help him.

"It's a quasit demon. Smelly little flying rats that kiss the ass of any other demon that comes across it. How do you _not_ know that? I thought your annoying ilk fought demons sometimes."

"Why would a demon be after Ember though? How could she have made it angry enough to attack her?"

"Figure it out yourself. I'm not helping you anymore."

Mallory brushed past him, hurrying on her way home. Danny let her go; she'd told him as much as she was willing to, and he wasn't eager to force the issue. Lifting off the ground, he struggled to put the pieces together. It hit him all of a sudden to simply ask Ember some questions; he might be able to play on her attraction to him in order to get some answers.

By the time he'd gotten to the concert arena, the show was about to start. Rabid fans were mobbing the stadium, and vendors were running out of merchandise. Danny slipped to the backstage area and found that the guards were expecting him. They walked him to a private area where Ember and her band were getting ready. She really was cute, even with the creepy makeup and hair. She smiled at him as he walked in, waving off a bodyguard with spiked hair and tattoos.

"I knew you'd come. Want something to drink?"

"Actually, I have a few questions about the demon attack you were involved in earlier this week. What did you do to get Skulker so mad at you? I have to kn-"

Before he could get the rest of his statement out, Danny felt something wrap around his neck to choke off his voice. He was spun around, finding the leather cord wrapping around his body to restrain him. The bodyguard grinned, pulling back the bulky padding covering her torso to reveal a very feminine body. Ember bowed her head; she looked devastated.

"I'm gonna level with you. You watched my interview, heard me talking about Emily Markus, right? Well, I _am_ Emily Markus. I sold my soul to a powerful demon for fame, but killed myself when she called in my tab. She got my soul though, and she sent me back to get her souls to make up for my backing out of the first deal. I'm sorry it has to be like this, but I don't have a choice. If I don't deliver . . . "

She shuddered, closing her eyes against the images that played in her head. Someone knocked at the door, and she picked up her guitar and walked out to the stage. Danny heard her start into her first song and realized that his best way out of this was to talk to his captor. It took a few seconds to get her attention, and he realized that Ember's music must have some kind of hypnotic effect.

"Hey, hey! What's your name?"

"They call me Leather. What's it to ya?"

"Do you have any idea what your boss is doing? She's making deals with the devil, and I don't think she's including you in any of them!"

"Look, kid, this is kind of a starter job. I'm looking to be a big-time supervillain, and fighting you is a warm-up for bigger and better things."

"Did she say she wasn't going to suck your soul out with everyone else's?"

Leather's face paled when Danny drove that point home. She quickly untied him, slipping out the back while Danny headed for the stage. He got to the backstage area to find the security detail waiting for him. They didn't look quite right anymore, like cadavers covered in flames. If this was their true form, Danny felt no compunctions about beating them down. They were pretty stupid, even for zombies; all he had to do was hover out of their reach and hammer them with ectoplasm blasts. With the burning men down, he approached the stage again, finding himself facing something far more dangerous.

He recognized the torn-up shirt as belonging to the man he'd assumed to be head of security, but he had become a hyena-headed monster almost eight feet tall. His fur was matted with blood in some places, and mangy in others. A few areas were shaven and tattooed over, covered in blasphemous markings. In each of his massive hands was a massive cleaver; as Danny watched, he licked the blade of one with a purple tongue.

"Ooookay . . . who are you?"

"I am the Cannibal Cur, greatest freelancer in the Abyss. You shall not disrupt the performance, little man. I have strict orders about that."

Danny turned incorporeal, planning to solidify right before impact to deliver an ectoplasmically-charged beatdown. The Cannibal Cur didn't even flinch as he caught Danny's best attack in his palm, squeezing his fist in a death-grip. Realizing that turning incorporeal would only bring his enemy along with him, Danny decided to cheat by kicking his opponent squarely in the balls with a charged foot. The Cur's eyes bugged out of his bestial head as he dropped to the ground, and Danny retrieved his hand before the demon dissipated. With that problem out of the way he rushed the stage, hoping to stop Ember's performance before she could hurt anyone.

Ember was playing her guitar, screaming chords tearing through the air like knives. The fans were raving, but there was something forced about it. Danny ran up and grabbed her by the shoulder, spinning her around to face him. As soon as they were facing each other, a wave of sonic force exploded from the guitar to knock him backwards. He managed to catch himself, though he had to dodge another blast immediately afterwards. It was pretty hard; the sonic blasts were pretty widespread, making it hard for him to dodge them. Ember was fervently concentrating, fingers flying over the strings. Danny, on a wild hunch, shot a bolt at the guitar. Unable to perceive the blast, Ember watched in horror as the instrument exploded in her hands. She looked horrorstruck at that, but before she could say anything, the stage started shaking.

"TRAITOR! YOU WILL BURN ETERNALLY FOR THIS!"

Danny clapped his hands over his ears at the voice, loud enough to split the heavens. The stage cracked open as a white dragon forced its way up; flames licked the edges of the fissure, leading Danny to believe, correctly, that the creature had dug its way up from Hell itself. It grabbed Ember in its jaws, turning and jumping back down before he could do anything to stop it. To be fair though, he probably wouldn't have helped her get away from it. In the end, you had to pay what you owed.

"And in entertainment news, hit singer Ember McLane fainted during her Soul Feeder show last night. She was rushed off-stage and hasn't been seen since, leaving fans to wonder what exactly happened to her. I for one . . . "

Danny tuned out before the busty gossip reporter could express her opinions. He hadn't been mentioned, leading him to believe that whoever Ember's demonic patron/boss was had messed with everyone's memories to keep them from remembering what had really happened. He also thought he'd figured out the secret of the guitar, or at least that it was the key to Ember's planned soul-stealing mission. He had thought about keeping a piece of it, but in the end decided that it would be best to leave it alone. He'd already told Sam the real story about what had happened at the concert; at this very moment she was throwing away all of her Ember memorabilia. He still had a lot of questions, but they really weren't important enough to start hanging around demons to answer. He looked at the poster he'd snagged from a vendor before the show had shut down. _You know, she really _was_ cute. Maybe next time._

So I'm a demon nut, so what? They make awesome villains, and are so readily willing to be evil. Anyhoo, here goes:

**Skulker**

Correct me if I'm wrong, but I remember him being a little nothing under what turned out to be an armor suit in the show. So I changed him into an imp. He's basically the same guy, just he has a permanent boss now. I don't think we're going to _meet_ that boss, but you never know.

**Ember**

I kind of combined Ember from the show with Lord John Raptor from Darkstalkers for this one. You know, the zombie rocker dude. I liked the idea of a person that sold out for power, only to welch on the debt when it came due. The price, which I never got around to putting down, was that she had to have a half-demon child with one of the Queen of Cinders' minions. When I came up with her old name, the fact that "Ember McLane" and "Emily Markus" have the same initials wasn't intentional. I honestly came up with "Emily Markus" on the spot. The last bit, her using the guitar as her weapon, comes from the show, though they got it from a villain on "Ultraforce", a rocker kid who gains a special guitar to focus his emotion-altering sounds from the villain Lord Pumpkin. You know, I wonder if "Ultraforce" is on DVD. I missed a few episodes when it was on, and I've always wanted to watch the series through again (it's only one season long).

**The Cannibal Cur**

He's going to come back, and may or may not be pissed for Danny potentially neutering him. He comes from the opposite thought given for Skulker and Ember: What if a demon was its own boss? The Cannibal Cur is a demonic gnoll that broke free of his controlling Prince's influence (actually, he won his freedom in a bet) and decided to become a mercenary. He's got some unholy physical abilities, which we'll see when he comes back. Don't look at me like that; Batman's kicked Amygdala in the balls when worst comes to worst. Sure it's a cheap shot, but you gotta do what you gotta do sometimes.

**The Queen of Cinders**

She's the extradimensional duplicate of a character from another of my stories that drank the blood of a powerful demon and turned into a fledgling demon prince herself. That story I'm thinking about writing, though it's really dark and disturbing. Most of my stories are connected in a loose multiverse, but this character is from _outside_ the established multiverse. Again, I might write that story, but I have to clear it with the people who are fans of that property. She has access to a host of powerful artifacts; the sword is one, and the orb that lets her control the white dragon(s) is another. She's _only_ going to be mentioned in stories with Ember in them (and she will be back eventually), so don't get too used to her.

Next time we see Jenny's origin, as well as getting to meet Danny's archenemy and his organization. I bet you can't wait any more than I can, right?


	4. The Masters

I do not own Danny Phantom, nor do I own any of the characters that appeared in the series.

**The Danny Phantom Superhero Project**

The Masters

_I think things are finally going my way_, Danny thought. He'd stopped what would have amounted to magical genocide a week ago, and there hadn't been too many problems since. Leather, the one villain that had escaped Ember's concert without getting beaten down in the process, had been captured the next day trying to catch a plane out of Amity Park, and no villains had shown up since then. Sure it was a little boring, but it was still nice. He was walking into the school building with Sam, heading to the lockers to meet his other friends. When they got there, Mallory made an observation that stunned everyone.

"Hey Jenny, rocking the Princess Leia look, huh?"

It was something no one expected; not Jenny's hairstyle, which looked exactly like Leia's for most of the first Star Wars movie, but the fact that Mallory knew what Star Wars was. She'd so far been completely out of touch with any kind of pop culture or modern technology that this statement was shocking. Tucker was the first to come out of the shocked state, immediately questioning Mallory on this.

"You didn't have a cell phone until last week but you know what Star Wars is?"

"Well yeah. Everyone knows what Star Wars is, don't they?"

Danny left Tucker and Mallory to debate Star Wars, drawing Sam and Jenny over to talk alone. He accidentally pulled the scarf Jenny was wearing (something she always wore) down, and she hurried to adjust it before her neck could show. Sam gave her a funny look, but didn't say anything. Danny pulled them into their homeroom, flopping into his desk seat before speaking.

"I think I'm bored. Don't get me wrong, having the time to do all my homework before the day it's due is great, but I thought the whole superhero thing would be more exciting."

"Look, you should take advantage of this while you can. You just don't appreciate the downtime, and before you know it you're going to want more. Trust me on this."

Jenny nodded sagely while Sam spoke, agreeing with every word she said. Danny shook his head, knowing that they were right but not wanting to agree with them. He needed something exciting to happen, and soon, before he died of boredom. Little did he know that something was coming sooner than he expected.

He walked the halls of the top floor of the building, headed for his office. People stayed out of his way, not because he was mean by nature, but because they knew he did not like to be distracted. Thus, the underlings kept themselves quiet and busy while their boss walked towards his office. It was in this way that the company was run.

Vlad Masters reached his office and stepped in, entering alone to review something on his computer. He closed the doors behind him, walking over to the desk. His office was large and tastefully decorated, mostly in wood with several marble accents thrown in to add a contrast. It offered the right person several hiding spots from which they could ambush him, if one had the skill to stay perfectly still and hidden for some time. Without looking he spoke to the person he knew was sitting in one of those ambush points, speaking as though it were nothing at all.

"If you're here to kill me, try and make it quick. I have a meeting in ten minutes, and I'd rather not be late."

A hooded girl leapt down from the alcove in which she'd been perched, trying to stab him with the point of a Japanese sword she was wielding. Vlad stepped out of the way of her attack, weaving around her next three wild strikes effortlessly. The girl pulled back, holding her sword in a ready position. She was pretty, and would probably be downright beautiful if she wasn't wearing such an enraged expression on her face. It would be worth knowing why she was attacking him, even if she wasn't going to live through the encounter.

"So, to what do I owe this pleasure, Miss . . . ?"

"I am Karai. You drove my father to an early grave, and I am going to do the same to you!"

"Hmmm." Vlad dodged around her attack as he spoke, shrugging out of his suit jacket while he did so. "You know, I remember a Mr. Amigai who had a daughter. But he was alive the last time I saw him, so that can't be it."

"Your actions drove him to kill himself in shame!" Karai lunged at Vlad, only to find her sword and arms wrapped up in his jacket. She struggled, but that only tangled her up more. "I swore to kill you as revenge!"

Vlad wrapped his arms around Karai's entangled arms, pinning them to her chest. She squirmed around, trying to turn around to, if nothing else, bite Vlad, but it simply wasn't happening. Before she could try again the doors burst open, admitting a pair of oversized men in ill-fitting business suits. They looked embarrassed that Vlad had needed to fight her by himself, but he grinned and released Karai, who stumbled a little at her sudden freedom.

"Sorry about that, boys, but Miss Karai here was just giving an interview. I'm hiring her as a personal bodyguard. Now don't worry," for both men had looked crestfallen at this, "she's just going to be closer than you are. Obviously she can stick closer than you might be able to, but I'll still need you to help her out. Isn't that right, Karai?"

"Y-yes, that's right. You'll still be just as valuable as you were before." Karai was stunned by the fact that her target had not only spared her, but also given her the chance to try again. What kind of man was this Vlad Masters? She was still trying to figure this out when the two men left. Vlad beckoned her over to one section of his office, twisting the piece attached to the wall. A secret door opened up, and she numbly followed him inside the elevator that had opened up. On the way down, he started talking to her.

"I expect you to not try and kill me again. Professional courtesy and all that. But relax, please; you seem so tense, and that makes me nervous."

She nodded, but was unable to fully relax; her new situation was just so strange that it would take some getting used to. When the elevator stopped, she found herself in a long white hallway. She followed Vlad down that hallway, looking in through the windows on the doors they passed. They looked like lab facilities, in which they were testing various mechanical devices; a lot of them looked like weapons of some kind or another. Vlad knocked on one door in particular, and it opened with a _whoosh_.

The room was small, and one of the walls was transparent. The hairs on the back of Karai's neck were standing up, making her think there was some kind of static field in effect. Looking through the transparent wall, she saw a red-headed woman walking around a surgical room. A man was lying on the operating table; you could still make out the mostly regenerated surgical scars all over his body. Vlad pressed a button on the wall next to their window and spoke to the woman in the operating room.

"Doctor Spectra, how is the patient reacting? I wouldn't want to lose him, would I?"

"Mr. Masters! I . . . I wasn't expecting you so soon. He's just got to heal a little longer, and then he'll be ready for action."

"I want to know exactly what you did to my little assassin. Make it quick, though; I want to get back to the legitimate end of my business before anyone gets suspicious."

"All right." Spectra looked nervous at having to explain her work to her boss. "You wanted him to have access to some kind of superhuman ability. I installed a series of conductors and relays in the Oni's body; these generate an electric field within his body, as well as keep him protected from it. Anything he touches will be affected by this current, though if he touches anything metal it'll fry the conductors and, consequently, him. If I may, I'd like to run some tests before sending him out in the field, just to make sure the equipment works properly-"

"I have an assignment for him now – oh good, you're up. Oni, I have a job for you. Doctor Spectra will fill you in on the details of your new condition in a minute, but now we need to talk. Do you understand me?"

The man they were all referring to as "the Oni" nodded and sat up. When he did Karai noticed that he had an eye tattooed on his forehead, centered between his regular eyes. It reminded her of the stories her father had told her, shortly before he died, about the three-eyed demons he'd called "oni". But those oni were fictitious, while this one was all too real. She listened to Vlad give his orders to the man named after the demon.

"A certain Mister Ashikawa is making trouble for me again. I want you to finish the job you started with his daughter. Make sure he gets the message for good this time, understand?"

The man nodded, acknowledging that he had heard and understood his orders. That settled, Vlad turned and walked out of the observation room, Karai following closely behind; now that she was his bodyguard, she was honor-bound to keep him alive. She was a little uneasy about the job he'd given this "Oni" character, but discretion won out in her mind, so she didn't ask. It would probably be better if she didn't know.

The day had been long, and Danny was eager to get home. It wasn't that it had gone badly, just that he was still bored out of his mind from having no enemies, superpowered or otherwise, to fight. He was heading to Jenny's mom's car with Sam, Tucker and Jenny; Mallory was heading to her home under the pretense of her mom not wanting her out on a school night. He felt a tingling on the edge of his senses, looking away from his friends in time to see a freakishly tall Oriental man with an eye tattooed on his forehead walking towards them, ignoring the rest of the students around the building. He raised his hand, and Danny shoved Sam into Jenny, knocking both of them to the ground just a bolt of lightning shot from the man's hand; it would have hit both girls had Danny not pushed them.

The crowd of kids started running around and screaming, providing Danny the perfect cover to sneak back into the empty school building. He transformed (he was getting pretty good at it), and flew in an invisible, incorporeal state until he was behind the man, at which point he reappeared. The man was running through the crowd, pushing kids aside to find something; the kids he touched were jumping and twitching after he passed them by. This had to stop, _now_.

"Hey, Three-Eyes! Leave the kids alone!"

Danny flew down to strike the man, not caring if he was ready or not; the man had figured out who he was, and had tried attacking his friends to draw him out, meaning he had to die. As soon as he punched the man, something felt wrong. To be more specific, the impact carried with it the feeling of what he imagined a taser to the guts felt like. He dropped to the ground, moaning as his body tried to recover itself from the retributive power. The man had been affected by his punch, and was struggling to get up. He beat Danny to his feet and swung his fist, aiming to punch Danny behind the ear to knock him out. Danny turned incorporeal, and the man's fist went right through him.

Agony flooded through his body as the full charge cut through his ghostly form. It seemed worse than the punch had, since that had ended as soon as his fist had left contact. The man stepped forward, placing his arm firmly into Danny's chest, and it was only a matter of will that kept him from resolidifying and killing both of them. The man eventually pulled his arm out of Danny, watching him collapse and writhe around on the ground. He looked around, seeing that the children had all managed to escape. He scowled, running off as sirens wailed in the distance. Danny couldn't do anything other than cough; the energy current had hurt in ways he hadn't believed possible before now. He felt hands on his shoulders, and then he sank into darkness.

"Danny? Are you all right?"

Danny groaned. That had sounded like Sam. But she sounded so _worried_; he wasn't in trouble, was he? There hadn't been any superbeings in town since – and then he tried to sit straight up. His head split open, and he dropped back down to the bed, groaning as pain like he couldn't imagine shot through his body. He closed his eyes again (though he couldn't remember opening them), trying to will the pain away; it wasn't working. After a few minutes he tried opening his eyes again, seeing Tucker, Sam, Jenny and Captain Jimenez. What was she doing here? She looked genuinely worried, and he realized that he'd really been hurt. A doctor walked in at that moment. He ignored everyone else in the room, checking on Danny's vitals before leaving again,

"Don't worry, kid. Doctor Carter'll keep your secret safe."

"My . . . my mom and dad-?"

"I decided to tell them that you got caught in the crossfire between 'the Phantom' and his unknown enemy. Your friends here-" and with a wave Jimenez indicated Sam, Tucker and Jenny, "-insisted on coming along when we found you."

Danny groaned again. He still felt the pain of the Oriental man's lightning-charged fists ripping through his body. And now that Jimenez knew his friends were in on his secret, what would happen then? Would she try and keep them separated? Or would she expect them to jump headfirst into danger with him, until one of them got hurt or worse? While he was wondering, Jenny was squirming; it looked like she was trying not to cry. All of a sudden she broke down, wrapping Danny in a painful hug while letting out silent sobs onto his hospital gown. Danny awkwardly patted her on the back while she cried into his shoulder, taking the time to ask Captain Jimenez if she had any idea who it was that had attacked him while he did so. This question made Jenny cry even harder, until all of a sudden she stopped. She looked flustered, like she couldn't find the words to say what was on her mind; she eventually grabbed a pad of paper and a pen, beginning to write her words on it. When she was done she handed it to Danny, who began to read it aloud. It said:

"'That monster is called the Oni. Before I moved to Amity Park, my dad was trying to win a bid on a government contract for his company. He was really close, but he stopped after what happened. The Oni grabbed me from school one day. He took me and' – oh God – 'took me and cut out my vocal cords as a warning to my dad. He dropped out of the bidding, and some other company won the contract. We came here to hide from him, but it seems he's found us again.' That's awful. How could anyone do that to a _kid_?"

Jenny had taken off her scarf, revealing an ugly scar that dominated her throat. Danny realized that she'd been wearing a scarf since the day they'd met; apparently she'd been trying to hide the legacy the Oni had left her with. Sam had covered her mouth while Danny had read Jenny's speech, and Tucker looked pretty shook up as well. Captain Jimenez had pulled out her cell phone and had called in the name "Oni" to her precinct. Danny knew that the police wouldn't be able to stop him, but he couldn't say anything; his parents had shown up, and he had to sit through Jimenez telling them how he had saved his friends by jumping in the way of a lightning bolt meant for them. He watched as his friends filed out of the room, leaving him alone with his parents and Captain Jimenez. He closed his eyes again, leaning back into his pillow; he felt like sleeping all of a sudden, and no one stopped him as he sunk back into blackness.

Two days later, Danny was back in school, even though he was still pretty sore. He noticed that Jenny wasn't in class; Sam told him that she hadn't been in school since the Oni had attacked, trying to keep her friends from getting hurt. It was tough getting through the day; for one thing, a bunch of girls had gotten it into their heads that Danny was a genuine hero (which he was anyway) and were following him around all day. While it wasn't the worst thing that had ever happened to him, it made talking with Sam and Tucker more difficult than usual; the only girls that hadn't lost their heads were Sam and Mallory. The worst part was that Jenny wasn't around. He was worried sick, and decided to visit her after school.

Danny, who had two successful parents, lived in a large house. Jenny, whose dad was the president of a multi-national corporation, lived in a mansion on the outskirts of the city. Knowing the security from previous visits, Danny knew not to fly in and go straight to her room; if the guards were getting jumpy about superhumans, he'd probably end up getting shot. He touched down close enough to the front gate that he could walk up, checking in with the guard in the shack when he got there. From there he was taken up to the door, where he was searched by another guard before being let in. He had to go through three more checkpoints before getting to Jenny's room; the Ashikawa family had access to a small army of mercenaries to protect them, and they were all out in force.

Jenny was curled up in a ball on her bed, staring out the window without actually seeing anything. Danny had never seen Jenny this depressed before; even on her bad days she managed to project an aura of good cheer that was infectious. This was worse than the worst bad day he'd ever seen her have. He cleared his throat, and she rolled over enough to see him before turning back to the window. He decided to talk anyway, hoping that he could get her out of her funk.

"I missed you at school today. I wasn't expecting you to not be there, and it was kind of tough to deal with the mess of my cover story without you. There were all these girls trying to hang over me; they thought I was some kind of big hero for doing what they said I did. It's kind of funny, that I'm called a hero more for a lie than for what I really do."

He chuckled, trying to get a reaction out of Jenny. Nothing; she just stayed in the fetal position, still with the thousand-mile stare out her window. Danny waited for a minute to see if she would do anything before getting angry.

"Seriously? You're letting this guy control your life like this? When I was shook up over fighting Jazz, you didn't let me give up! Why should I let you give up now? Come on, just _look_ at me! That's all I'm asking, is for you to take a good look at me. You don't have to come back to school until I've caught this guy, but at least look me in the eye and tell me you're going to be all right, will you?"

He waited a minute before realizing that Jenny wasn't going to look at him. When that knowledge hit him he slumped against the wall, suddenly weary. He muttered a sullen "Goodbye" before running the gauntlet of guards leading back to the front door. Once he got out of sight of the gate he transformed, flying off over the city. After about half an hour he decided to call Captain Jimenez to see if she'd gotten any further with capturing the Oni. Her response to his question set him back even further.

"_Sorry, but he hasn't shown up since you fought him. We got in touch with the MCD, but he's not registered. Maybe your friend's parents never reported him or something, but we've got no leads on him whatsoever._"

"Fantastic . . . so we have to wait until he goes after Jenny again? Maybe we should just tell him where she lives; her guards'll shoot him full of holes before he gets anywhere near-"

"_It's all right to be scared, Danny. I won't hold it against you if you are._"

"I'm not scared."

"_Kid, you almost died. It took me three months to get over getting shot in the leg during a bust, and that was _nothing_ compared to what happened to you. If you need someone to talk to, I'm always available. Just remember that._"

Jimenez hung up the phone, leaving Danny a little upset. He wasn't scared, was he? Sure, he had a newfound respect for his elusive opponent, but that didn't make him afraid, did it? All of a sudden it hit him: he wasn't just scared of the Oni, he was _terrified_. He had no real way to beat him if they had to fight again; the Oni was certainly more free-willed and dexterous than Ember's Burning Men of a week ago, so hammering him from the sky with ectoplasm bolts wouldn't work unless he got in a lucky shot early on. And if he tried fighting fist to fist . . . he all of a sudden remembered Jazz forbidding him from superheroics, back when she'd given him his powers. She'd been worried he'd die fighting some great evil and break his parents' hearts. For the first time he realized that her fear was _very_ justified. This opponent could easily kill him, and it seemed like there was nothing he could do to stop it. This guy didn't seem to have any weaknesses, and he wasn't going to explain himself. How could he win this one?

"Jenny! Oh my God, you're back!"

Tucker grabbed Jenny in a bone-crushing hug when he saw her; she looked a little uncomfortable, but took it well. Danny, Sam and Mallory waited until Tucker let her go (it was a few minutes) before expressing their happiness at her return. She sat through it for a little before conveying, through expression and gesture, her thanks to Danny for giving her his impromptu "pep talk". Tucker looked confused by her message, though that might have been because he still hadn't quite figured out what everything meant; everyone suspected Mallory was using some kind of mind-reading spell to keep up, since she could interpret everything better than Tucker could. Danny noticed something else underneath the sunny disposition. Jenny was still terrified out of her mind, but was hiding it pretty well.

The most likely reason for her sudden confidence was apparent as the day went on; several of the Ashikawa's best bodyguards were sighted by Danny and Sam, lurking around the school. All of them seemed pretty alert, and no one who knew why they were there could blame them. They managed to stay out of sight when the day ended, making it seem that they hadn't been there at all. Jenny passed a note to Danny before she left, which he read at a glance. She was asking him to follow her home in case anything happened. He excused himself from the group, transforming and flying over the car Jenny had gotten into; he noticed as he flew that there were two very similar cars in the same flow of traffic, one in front and one behind. Clearly they were taking the threat to Jenny very seriously. He was about to leave them go when a thunderbolt shot down and consumed the lead car in an explosion.

Danny immediately flew down as the other two cars disgorged heavily armed men. He set down near them, raising his hands and stating his wishes to help them when they aimed their weapons at him. The man that seemed to be in charge, a black man that stood at least six-foot-ten, barked an order to the rest, who took up their previous positions at his voice. Danny was almost afraid to say anything to the man, but that option was taken away when the man addressed him.

"Captain M'mbuto. Whatever kind of help this guy's got, it won't last long with us working together. Get in the air and see if you can't spot him; all we need is somewhere to aim."

Danny recognized _that_ name as soon as he heard it. M'mbuto (the only name he'd ever heard associated with the man) was an ex-warlord that had gone into the protection business. He was said to be the very best; his price tag probably warranted that. Usually used to protect heroes whose identities had been blown, M'mbuto had taken a large step down in client publicity for this job, though his expertise might be the saving grace of this fight. Danny shot up into the air, keeping his eyes open for the freakishly tall figure of the Oni. While he was looking, he wondered where Jenny was; both cars had completely emptied when the first car had exploded, but he could have sworn she'd been in the middle car. He was so wrapped up in this line of thought that he almost missed the Oni taking aim at one of the bodyguards. He fired a quick blast of ectoplasm, modifying it to stick and glow instead of just blasting away.

The Oni was _fast_, faster than Danny had realized. He effortlessly dodged Danny's blast, though it did distract him from frying the guard. He followed the Oni through the alley, having to turn incorporeal when a set of throwing knives flew through him to stick in the Oni's coat. He immediately shrugged out of the coat, throwing it aside while dodging a trash can. Danny was curious as to this behavior, and was eager to see how the Oni would deal with the chain-link fence coming up ahead. One of the guards behind Danny threw a bola at his legs, tripping up the assassin and sending him crashing into the fence.

What happened next was horrific. The air crackled as lightning shot out of every pore on the Oni's body. He was spasming as all the stored up lightning in his body evacuated through the fence. Smoke was rising from several points on his body as the skin and muscle burned away. When the electrical storm was over the Oni was smoking all over; several points on his body had burned away completely, leaving charred holes in his body. The guard with the bola stepped aside to allow M'mbuto through; he was holding a machete in one hand, and Danny suspected what he wanted to do with it.

"Wait a minute! Let me try and get some information out of him. Don't you want to know who sent this freak after Jenny?"

"My job was to protect the girl and kill the man. Let me through so I can finish my job, boy."

"Just give me a minute, all right? I . . . I have a personal interest in whoever's sending superpowered goons into my city. You know what a preemptive strike is, right?"

M'mbuto nodded, turning away so Danny could interrogate the Oni. He grabbed the man by his burnt shirt and shook him, trying to ignore the bits of skin that slid off when he shook hard enough.

"Who sent you? Who gave you the right to come into _my_ city and attack _my_ people?"

"You . . . you're the boy, the one who ruined my shot-" He devolved into a coughing fit as his scorched lungs started to fail, and Danny tapped him on his exposed cheek muscles to get him alert again. "Why should I tell you anything? You got me ki-"

"Your boss is the one that got you killed. Besides, what's he going to do to you if you tell me? It's not like he can kill you again, can he?"

The Oni made a wheezing noise. Danny was worried that he was going to die without answering, but then he realized that the man was _laughing_.

"You're right; what can he do? I'll give you-"

He started hacking and wheezing again, and Danny realized that he was going to die. He grabbed Danny by his chest, pulling him close to his face. He gasped out the word "Masters", and then slumped back against the brick wall of the alleyway. Danny stood up and walked off, not watching when M'mbuto used his machete to take the proof of his successful elimination of his enemy. There was only one "Masters" Danny could think of, and he was in Amity Park. He was going to have to have a "talk" with him about his actions. A very rough, satisfying talk.

Karai was sitting in the chair opposite Vlad when the boy walked _through_ the door. She jumped up, drawing her sword at once while trying to hide the shame of letting someone get the drop on her; now that she owed Vlad her life, she was obligated to do her best to keep him safe. Vlad waved his hand, gesturing for her to step aside and for the boy, whom she now saw was wearing a costume like a superhero, to make himself comfortable.

"Come now, Karai, attacking our guest would be rude. After all, if the Phantom was going to attack me, he wouldn't have bothered making himself visible, now would he?"

Danny watched as the girl with the sword slowly lowered her weapon; he could feel her eyes on him when he sat down and looked Vlad Masters over. He was tall and in shape, with long white hair pulled back in a ponytail; a goatee in the same color sat on his chin. His suit was simple but clearly expensive, somehow projecting an aura of superiority that he matched. It was easy to see him as the kind of person that would send a killer after a business rival's child to make a point. He twisted his pen in his hands before setting it down and extending his hand to Danny; Danny refused to shake, instead coming straight to the point.

"Your assassin is dead. Who do you think you are, sending a monster like him after a child? What gives you the right, you twisted freak?"

"It's simple, really. I'm just a ruthless businessman who happens to control a large network of metahumans, mystics, mad scientists and monsters. I daresay I'm the single greatest threat to the superhero community, but none of them know it."

"What-why did you-?"

"Tell you? It's simple, really. Before talking to you, I activated a little device one of my lackeys made. No sound or transmissions of any kind leave this room as long as it's on. My little revelation will stay between us because, let's be serious, it's your word against mine, and I'm kind of established in this world. But enough about me," he said, pulling out a cigar and lighting it as he did so, "let's talk about you. How'd you like to make some money doing exactly what you've been doing already?"

Both Karai and Danny said "What?" at the same time. Vlad smiled and continued.

"It's simple, really. I want to keep you on retainer, for a negotiable fee of course, just in case anything happens and I need your particular powerset for something. And I have _very_ deep pockets. Interested?"

"I'd never take your filthy money. And one day, I will expose you for the monster you really are. Your time in charge is limited, starting _now_."

Danny ghosted through the door again, leaving Karai and Vlad alone. She looked over at him; he had his fingers steepled, staring over their tips at the door the Phantom had passed through. He clapped them suddenly, and it shamed her to admit that he startled her. He seemed possessed with a new energy that scared her; he looked very devoted all of a sudden, and she would have hated to be the target of that focused ill will.

"So he wants to play ball, does he? I didn't mind killing a helpless kid; one that fights back will be far more fun. Come Karai, there's work to be done."

He opened the secret elevator, and the two of them descended to his network's headquarters, going to plot against his new enemy.

All right, you know the drill. From the top:

**Jenny**

In a _really_ old draft of this (when I was still writing Danny as a ghost-fighter), Jenny had acquired ghost powers from a ghost calling itself the Oni. She couldn't talk in her normal form, but could in her ghost form. I had planned to call her "Kami", after the beneficial Japanese spirits (let's face it, "Ashikawa" is a Japanese name), as a foil to the Oni. That idea was scrapped, but at least I was able to get something out of it.

**The Oni**

He was going to be a ghost that shot electrically charged ectoplasm blobs at people. God am I glad that didn't make it through. Here he serves as the engine to introduce Vlad Masters and his shadowy network of villains that will serve as Danny's enemies. It is also important to note that he is the first villain to show up in this story that is not intended to come back. Jazz will heal, Mallory will have one more day in the evil sun before (ah ah ah, that would be spoiling), Ember and her Burning Men will return, the Cannibal Cur will come howling for vengeance, even Skulker and Leather (the latter with an adorable little sidekick) will come back. The Oni is dead, fried to a crisp. Don't request him back, because it's not happening.

**Vlad Masters**

He's basically Lex Luthor for right now; untouchable, but very dangerous. Actually, that's why I made Karai, so he had someone like Mercy as a bodyguard. He will eventually gain powers of his own, but that's so far down the line that you shouldn't hold your breath. We've still got a supervillain squad and a few clones to come before he gets his powers. Just sit back and enjoy the ride.

**Dr. Spectra**

After getting a review suggesting the Queen of Cinders was Spectra, I felt the need to include her just to ensure that she's not a demon. Plus, this sets up a chapter that I came up with while writing this one. Ain't the imagination grand?

**M'mbuto**

Picture the A-Team rolled into one person, then add Chuck Norris and Christopher Chance to the mix. That's M'mbuto. He'll show up again later, but not for a while. There needs to be a serious threat to someone before he comes into the picture.

I actually don't have a chapter planned yet, so the next one might be a bit before I can post it. If you can think of an idea, PM it to me and I might use it, giving credit where credit is due. The PM is so no one gets spoilers. Just don't do anything with Spectra or any story with Vlad getting powers. Mallory's also kind of taboo for now, since I have her future planned out for now. Other than that, go nuts! Thanks in advance for any ideas sent my way, and have fun until next time!


	5. Initiation

I do not own Danny Phantom, nor do I own any of the characters that appeared in the series.

**The Danny Phantom Superhero Project**

Initiation

"It doesn't have to be like this. Why don't we just talk to the kid? You know, do some kind of interview instead of making him hunt down some super-monster?"

"I thought you wanted to meet him. Well, this is your chance. Perform the initiation on the Phantom and you can spend all the time you want with him." Captain Superior waved his arm, indicating the Hall of Heroes located within the Justice Squadron's base with the gesture. "We've been doing initiations like this for quite some time now, and it's worked just fine. I see no reason to change the system now."

Whitewing nodded. _Poor kid,_ she thought, _he has no idea what's coming for him_.

Danny sat down kind of hard on Tucker's couch. He'd been called over by Tucker, who had promised him "something every superhero needs", and was very interested in what Tucker had to offer. Tucker's parents were out, which meant they didn't have to watch what they said regarding Danny's superheroics. Hopefully this whatever-it-was really was as useful as Tucker promised; he would hate for his friend to have wasted his time building super-tech that he probably wasn't supposed to work on anymore.

He didn't have to wait all that long; Tucker soon came out of the room Danny assumed was his workshop, holding something small in his hands. Danny picked it up, turning it around so he could see all the different angles before passing judgment.

"It's an earpiece. Honestly, they make these for phones; you didn't have to build one for me."

"It's a _communicator_. You can talk with us, or the police, or any superhero allies you might have someday, without transforming into human form to use your cell phone. It can pick up any kind of frequency you can think of except psychic ones, and will remain only in your "ghost" form, same as your costume."

"Great, but what if I need to walk through a wall or turn invisible? I could leave this behind, or have it showing when I need to sneak around."

"Not possible. I've gotten samples of your energy signatures from both states, and this beauty synchs up with them perfectly. It disappears when you do, and turns incorporeal with you, so you don't have to worry."

"How . . . how did you get readouts on how my powers work? I've only transformed around you once or twice, and you didn't have any kind of testing equipment on you then."

"This," Tucker pulled out what Danny had assumed was a PDA, "scans that sort of thing automatically. I used it to make sure the stuff I was building wasn't throwing off harmful radiation or mutagenic energy. I didn't realize it was recording those times, but it helped me adapt the communicator to your energy signatures pretty easily. Plus, it still works like a regular PDA. I thought about getting the tech patented, but figured it would cause more trouble than it was worth."

Danny nodded to himself. It _was_ rather annoying having to change form to talk to people while on patrol, and this would really help him out. He transformed, putting the earpiece into his left ear and looking at himself in the mirror. You could barely see it sitting there unless you were really looking for it. He turned himself invisible and, true to Tucker's promise, it vanished with him. He reappeared and powered down, nodding his approval when his communicator disappeared along with his costume. He hung out with Tucker a bit longer, mostly playing video games, before heading home. At least, he was heading home when the attack came.

While he was walking by a Greek butcher's shop sitting in the same neighborhood as Tucker's apartment (they were still looking for a house, having moved to Amity Park in a hurry), the storefront exploded outward; he had to use his powers to keep himself from getting torn to ribbons by the exploding glass. While the debris was still flying he transformed, praying that people hadn't gotten hit by the exploding building. He felt more than saw the blow coming, raising his arms in front of his body while charging them to add an additional line of defense; he was knocked flying, but he wasn't actually hurt.

His opponent was pretty big, bigger than anything he'd fought before. A humanoid torso, dark-skinned and six-armed, was attached to a long, segmented wormlike body with many legs sprouting out from the sides. In three of his hands he was holding huge chunks of meat; while Danny watched, the man-monster took a huge bite out of one of them. Whatever he was, Danny couldn't let him get far. He decided to call him out, just to make sure he wasn't brain-dead.

"Hey, bug-boy, up here! Try earning your food for a change!"

The creature looked up, growling through blood-stained lips. Throwing the pieces of meat to the ground, he reared up on some of his lowest legs to throw three punches with one twist of what would be hips on other people. Danny shot the ground near his lower body, weakening the street. He flew around the creature, slowly opening up the ground until it collapsed under him. The creature dropped into the sewers, pummeled by pavement as he went down. He began to rear up again, but Danny dropped a double-fisted blow onto his head to knock him out. Pressing the communicator in his ear, he connected to Captain Jimenez; unsurprisingly, she was on her way to the scene of the fight.

"_Hey kid. Want to fill me in on your new playmate before I get there?"_

"I've got no idea who he is, but he looks like a huge worm with a dude growing out of his mouth. You should be able to identify him when you get here. And bring a _big_ vehicle to carry him in; he's pretty long."

Turning off the communicator, Danny flew upwards. He was still keeping watch over his enemy, but the fight was over and he was starting to feel like getting into another fight. He couldn't wait to find out who this guy was; if he could connect this monster to Vlad Masters, he might be the key to exposing Vlad's organization to the world and putting him behind bars where he belonged. He was still watching the creature (it was taking a bulldozer to push the giant into the semi truck that had been brought in to transport him) when someone landed next to him. He jumped a little, looking over to make sure this wasn't a new attacker. He shouldn't have been worried.

His new companion was a girl, about his age physically. Jaw-length red hair with a small streak of blue framed a pale freckled face and grey eyes, which were studying him intensely. She was wearing a golden breastplate etched with a sun motif, metal bracers and a white leather skirt and boots. In contrast to her old-school clothing, her belt was a modern utility belt, studded with pouches and a bladeless sword hilt. Arching out of the back of her armor were a pair of large white angel wings. He recognized her immediately, having seen the Justice Squadron's public welcoming of her about a year ago.

"Wait, Whitewing? Uh . . . why are you here? I didn't do something wrong, did I?"

Not the greatest thing to say to a more experienced superhero, especially an angel. Danny immediately began kicking himself, though she didn't seem to be bothered by it. She grinned a little, remembering her speechlessness when confronted by the Blue Meanie at the beginning of her heroic career. She put her hand on his shoulder to reassure him.

"I'm not here for you. I was looking for the Centipede there," she pointed with her other hand to the insect-monster the police were finally budging into the semi, "and I guess you got him before I did. Thank God, too; he's kind of an unholy pain in the ass when he's not hungry."

"Well, I guess I'm lucky he was more interested in a snack than a fight, huh?"

"Guess so. Want to go somewhere and talk for a while? I've actually wanted to talk to you ever since I heard what you did to the Cannibal Cur."

"But . . . no one else was there. He was the only guy that got out of that, and I didn't tell anyone about kicking him. It felt kind of unheroic."

"I have sources in the Abyss that say he's still sitting spread-legged on a block of ice after you practically neutered him. Come on, let's get something to eat. I have an offer for you from the bigwigs that you might want to hear."

Jimenez was sitting in the rear car, watching the truck that was transporting their prisoner. The Phantom had informed her of his name, and she was looking up the Centipede on the voice-activated computer in her car. Aside from being big and ugly, he didn't seem all that impressive. The fact that he had been robbing a butcher shop for food made her think he'd fallen on hard times, but that wasn't really impor-

She slammed on the brakes as the truck decelerated rapidly. Getting out of the car, she drew her weapon, wondering why the truck had stopped as quickly as it had. She walked around the front of the truck and stopped dead. It wasn't a conscious choice; something had made her stop moving, and it wasn't her. There was a man standing in the road, surrounded by slumped police officers. He pointed at her, and she drifted off into unconsciousness.

The Brain nodded to himself as the last policeperson fell to the ground. He walked over to the doors of the trailer, using a personally abhorrent telekinetic pulse within the lock to destroy it. Opening the doors, he sent a burst of mental energy into the knocked-out form slumped within, waking it up immediately. The Centipede shook his head as the headache from telepathic awakening hit him full-bore, but managed to crawl out of the truck with minimal complaints. The Brain was not pleased.

"What exactly were you thinking? We had a PLAN, and you almost ruined it with your stupid urges. Next time, I'm teaming up with Golem or that King Midas fellow. You know, someone that doesn't feel the need to screw up perfectly good plans with meat fantasies."

The Centipede tried not to chuckle; the Brain was well known for being in the closet, which meant he probably had just as many "meat fantasies" as your average carnivore, though not necessarily the same kind. It was best not to mention this around him, though; he was very touchy about the subject and didn't like to hear any kind of insinuations made about his orientation. Shaking off the last of the headache, the Centipede started shuffling down the road, led by his companion.

"-blows up literally in her face and turns her into a living diamond. Now she calls herself, get this, Girl's Best Friend. I always thought it was kind of stupid, but she seems pretty happy knowing her body's worth a fortune now. Granted, she lost that pretty face she used to have, but I think she's over it now. This is a nice restaurant, by the way; how'd you find it?"

Danny couldn't believe this. He was eating dinner with _Whitewing_, a member of the Justice Squadron, and she was talking about the _restaurant_, like they did this all the time. He was too busy keeping from gushing to talk much, but this seemed like a question he should answer.

"I came here a couple of times before I got my powers. Not often, but enough times that I liked it. You said something about an offer from the Justice Squadron?"

"Oh yeah, that." Whitewing wiped her mouth with her napkin before answering. "See, the higher-ups in the Justice Squadron – Captain Superior, Good Knight, Blue Meanie, Anubis, those guys – like having as many heroes as possible on call. You'd have access to our bases, could call on us for help if something gets out of hand, that sort of thing-"

"Oh God YES! Are you serious? This is awesome! I'd love to be a member of the Justice Squadron!"

"Okay, calm down a little, pal. People might start staring more if you make a scene."

"I'm sorry, it's just . . . you guys made me want to be a superhero since I was a kid. For this to happen so soon . . . it really means a lot to me."

"Cool. Let's just get the check settled and we can-"

"_Kid! Phantom, this is important!"_

Danny tapped the communicator in his ear, turning on the speech function. Now able to talk through it, he answered Jimenez's call.

"What's up?"

"_Someone jacked the Centipede! This guy with a fruity voice, he knocked us out and when we woke up both of them were gone! They're probably coming after you, so watch your back, okay?"_

"Dammit! Someone busted out the Centipede," he said to Whitewing, who looked a little offended that he'd sworn in front of her. "We have to . . . you look more angry than surprised."

"I – no time! We have to stop whoever it is before they do something serious! Come on!"

They took to the air as soon as they left the restaurant, getting high enough up to see the streets in a wide radius. Whitewing pressed her ear, and feedback pierced Danny's eardrum. He grabbed at the side of his head, and missed the beginning of Whitewing's sentence.

"-you into our private frequency. That way, we'll be able to keep in touch while we search. Do you have any enemies in town who could do this?"

"I don't know. There's a guy who might be able to call in something like this, but I don't know if the Centipede and this other guy work for him or not."

"Even if they do, it's not some shadowy mastermind behind it. I know exactly who did this, and I'm thinking about killing them the next time I see them."

"Who would do this?" Danny was flying south, mirroring Whitewing's flight pattern to the north. "The only person I can think of that would do this is Vlad Masters, and I don't see you knowing him personally."

"Masters? You ticked off _Masters_ and you're still alive? I'm impressed. We've been trying to catch him up in his web of lies for years, but nothing works."

"Back up to the 'I know exactly who did this' bit. Who sicced the Centipede and his homeboy on me?"

"Look, it's something I fought against but . . . the Justice Squadron uses some shady connections to get low-level villains into fights with potential new members. They told me that they were sending the Centipede after you, and that was it. I'm as in the dark about the other guy as you, but-"

"Tell me you're joking about this. Please tell me the _Justice Squadron_ doesn't get connected with bad guys as training runs for newbies, because the way you said it you guys are a bunch of jerks that like messing with other people's heads."

"Hey, I didn't want to do it! Anubis and Blue Meanie don't like it either, but most of them think we should use Shadow Master's connections for more than just information. That's how they stopped the Monster Squad; Shadow Master talked Vathenia into turning Overmind in. Still, they've never done a multi-layered thing before. I honestly think the Centipede was the entire test, and this other guy just waltzed in and messed the whole thing up. I'm sorry if we don't live up to your standards, but they say this is how it has to work."

"Fantastic. My childhood heroes are creeps with big checkbooks and bad friends. This night can't get any – wait, there's something!"

Danny watched as the Centipede burst out of a nearby building, clutching bags of money in all of his hands. The guy that followed behind him was holding a gem in his hand, staring into it as though nothing was going on around him. Danny recognized the gem immediately; he'd stopped Mallory from snatching it twice in about as many nights, and had placed it in the bank to keep it from getting it stolen again. Whatever it was, he certainly didn't want some supervillain getting their hands on it. A rush of wind told him that Whitewing was next to him. He turned to see her holding her sword hilt; it had sprouted a blade of pure white light wreathed in flames. She took one good look at the opposition and told Danny everything she knew.

"That's the Brain. He's a powerful telepath with no real allegiances with any power players; he's too new to make him one of Shadow Master's guys, meaning that this is an outside job. He's also a real closet case, and hates being called out on it. It's kind of funny, since his voice makes him sound like a total fruitcake. Do you know what that is he's holding?"

"Not sure, but it's been in pretty high demand lately. Who do you want to take?"

"No." She shook her head to emphasize. "We do this as a team. I want to show them that you work well with others, which is something you haven't gotten a chance to do yet. It looks a lot better, trust me."

At a nod both of them dove down. Whitewing pulled up halfway to hurl fiery bolts from her sword, though all that really did was let the bad guys know they were coming. The Brain waved a hand dismissively, telling Centipede "Deal with this" while he walked on. Danny had to raise a sphere of ecto-energy (copyright pending) to keep the thrown bag of cash from smearing him across a cloudbank. It exploded on contact, and he took advantage of the distraction to turn invisible, slipping out of the mass of bills while Centipede expended the rest of his ammunition trying to catch him again. Whitewing pulled a small sphere out of her belt, hurling it at Centipede; when it hit him, it exploded into a net of force energy that anchored him to the ground. Danny swooped down, still invisible, to snatch the gem from the Brain's hand. He exploded with a furious bellow as he watched his prize float away.

"Get them, you incompetent insect! Do you want to lose this contract to a pair of kids?"

The Centipede ripped his way out of the force-net, roaring with anger. Danny turned on his communicator and passed an idea on to Whitewing. She flew over to the Brain, hurling a particularly horrific homosexual slur at him. This had the immediate effect of distracting him from what was happening with Danny and the Centipede. Danny flew up in front of him and reappeared, holding up his hands to show that he didn't want to fight.

"What do you want, Phantom? I'm not gonna be as easy to beat now that I'm not distracted."

"I just want to know: Why do you listen to that fruitcake?"

"Because he's the boss. He's always the boss-"

"And you always end up being the fall-guy, right? But why? You're bigger _and_ stronger, and he's just a little runt with an annoying gimmick. I bet he was going to make you split all that money you took, even though _you're_ the one that had to carry it all. All he had was this dinky little rock. Tell me, is that fair?"

"You see . . . it's like . . . that creep! I'd like to teach him not to mess with me!"

"Well, he's right over there. Teach him all you want, and don't let us get in the way."

Danny shifted into incorporeality and watched the Centipede rush at the Brain; Whitewing had been listening in on the conversation through her communicator and had left her fight when Centipede had started getting angry. They watched as Centipede knocked the Brain flying into a building; the impact crater suggested a telekinetic shield, but the little guy was out cold when he hit the ground. Centipede turned to go back into the bank, but another one of Whitewing's force nets wrapped around him, this time covering him to the shoulders. When the police showed up this time, the Centipede had worn himself out struggling, and went without a fight. Danny and Whitewing found a rooftop they could be alone on; as soon as they landed, Whitewing wrapped him in a bear hug.

"That was _awesome_! I'd have never thought to play them against each other like that! You're gonna be in for sure!"

"Yeah, and the first thing I'm going to do is fight to stop these stupid initiations. An interview, or a simulation battle, should be enough to tell them what they want to know."

"For the record, I think you're right. This is stupid."

All of a sudden, she swooped in and pecked him on the cheek, blushing furiously while she did it. Before he could say anything, Whitewing lifted off, flying off to who knows where. Danny rubbed his cheek, grinning a little. _This night went all right. Maybe she'll agree to work with me again . . ._

Well, another chapter down! Here's how it works:

**The Justice Squadron**

I always wanted to write superhero stories, and a lot of superheroes were thought up before I gave up the comic hopes to do what I do now (which I'm really not supposed to talk about). Some of the characters, like Captain Superior and the Blue Meanie, I came up with while I was writing, but a lot of the heroes you're going to see come from a few failed team-up comics I'd started writing. The only thing I could never come up with was a name. In the end, I combined the names of the two teams whose members I'd always loved: The Justice Society and the All-Star Squadron. It was actually pretty easy to get at; I just never had that idea before writing this chapter. Now that Danny's a member we'll be seeing more of them, though not all the time. It'll be fun.

**Whitewing**

It's not an "angels versus demons" thing. I just think there aren't enough angels in comics. I think the last angel I've seen is Zauriel, a member of the Justice League that was always one of my favorites. Whitewing is the remedy to that. I made her a kid because it would be easier for Danny to relate to someone his age (relatively; she's about 500 in human years, but angels age _way_ slower than mortal) than, say, the Egyptian god of the dead or a super-genius alien. She was really fun to write, even though I had to clean up her language before finishing the chapter. She'll be back more than most of the Justice Squadron. I like her.

**Centipede**

In an extended version of the chapter, Whitewing calls him "a punk meta that watched too much _Inuyasha_ when he was a kid". That's basically how I got the character. My girlfriend is gaga for that stupid show, and he's basically a male version of the first enemy from that. Except he's not a demon. I can't stress enough that he's just a dude with a nasty mutation. He was also going to be an "eater", but I already have one of those on tap, and that would make this chapter unnecessarily dark.

**The Brain**

I know "gay psychic" has been done before, but I just had to do it. He's actually going to be involved in a supervillain team later on, but I don't know how much he's going to show up before that. He just doesn't have all that many hooks right now. He's still around, I just don't know how best to use him yet. Give him time.

**Vathenia and the Monster Squad**

This is the big show when it comes to supervillains. They're broken up right now, but any of them is a major threat on their own. The Metahuman Control Division (mentioned in the last chapter as the MCD) classifies each an "Omega-Level Threat"; that's the individual rating for each separate member except for Shriek and Miasma, who have always been listed together. They basically split up from boredom after their leader got caught instead of getting defeated. Danny will fight a few of them on their own, but they will eventually get their act together and make a full-fledged push. There's also going to be a Vlad-sponsored "Monster Squad", but they're not even close to the originals' level. Fun, they are. Can't wait to write them.

Next up, the rise and fall of Doctor Spectra and Darkwave! This is one of the chapters I had in mind when I said not to suggest anything with her in it. Thank you for not suggesting anything, by the way; it was actually a lot of fun coming up with this by myself. See you next time!


	6. Shadows

I do not own Danny Phantom, nor do I own any of the characters that appeared in the series.

**The Danny Phantom Superhero Project**

Shadows

"Look, I can't just sell this to just anyone. I need to know that my dark-wave cannon will end up in the right hands, Mister-?"

Penelope Spectra was standing next to her car, one hand placed possessively on the massive experimental weapon she'd managed to smuggle out of Vlad Masters' secret weapons laboratory when he'd fired her over the death of his pet assassin the Oni. It hadn't mattered that Vlad had rushed his little monster out into the world before she'd done the necessary tests on his new technological powers, or that she couldn't possibly be blamed for the Oni running afoul of superheroes and high-priced bodyguards; he'd given her the sack and expected her to just leave everything alone. Hopefully this guy she was planning to sell her weapon to would help her get her revenge. It would all be worth it to punish Vlad for his unfair treatment of her.

"My name isn't important. Just know that my money is good. Can I see the weapon? I want to see the heft of it."

She handed it over, and he placed it on his shoulder like it was a bazooka. He turned to aim it at her, and before she could do anything he had fired it. A blast of bright darkness engulfed her, and when it all cleared her body wasn't there anymore. The man nodded at his handiwork, looking impressed.

"My name, you ask? How about Darkwave? It's the name of my weapon, so it'll be my name too. Pleasure doing business with you, honey. Sorry it didn't work out for you."

With that, the man walked off with his stolen weapon. Behind him the shadows were moving around, coalescing slowly into a face that screamed silently. He knew not the trouble he was getting himself into.

"Can you believe her? Star's actually _proud_ her grandfather was a Nazi super-scientist! Every time any teacher does a lesson on World War II, or anything about family histories, she brings this up! God, what a bitch!"

Danny, Tucker, Mallory and Jenny were all listening to this and attempting to calm Sam down; Danny and Jenny were both used to this particular rant, having heard it before. Star _did_ bring it up a lot, and Sam being Jewish invariably brought on an argument between the two of them during any class it came up in. At least Sam hadn't punched Star this time; that had happened last year, in the eighth grade, and to this day Star used a lot of lipstick to hide the scar on her upper lip from where Sam's fist had knocked her lower teeth into perfect biting position. Fortunately history class was the last of the day for them, so the festering resentment wouldn't have a chance to boil over in, say, gym class. It wasn't until after they had left the building that Sam finally managed to calm down, and even then they had almost gotten to her house before their words had made any difference. She let out a long breath, seeming to deflate in front of them.

"I'm sorry, guys. I just . . . I just don't get how anyone could be _proud_ of having a monster like that in their family. It just blows my mind."

"Look, everyone's got that weird relative they're proud of." Mallory looked pretty smug as she spoke. "Did you know I have the blood of a great wizard in my veins?"

"Bull!" Danny called Mallory on this mostly to keep her from figuring out that everyone else in the group knew she was a witch. "I don't buy that one bit, you little liar."

"It's true, and I'm amazed you of all people don't know about him." If anything, she looked even smugger than when she'd started talking. "You've heard of Lord Arcana, right? You know, the guy that helped found the Allied Front during World War II? That's my grandfather."

"And you're not hexing everyone that picks on you because . . . ?"

"I can't figure out any of that stuff." The fact that she could throw out that lie without any sign was impressive. "Besides, Mom was never that close with him, so I didn't really get the chance to see him that much. I bet he could have taught me whatever I wanted to learn."

Behind her back, Jenny rolled her eyes in disgust; she had made it perfectly clear before that she wanted to tell Mallory that they knew what she really was. The rest of them were against that, believing that Mallory would turn her puberty-twisted magic on them if she found out that they knew (which would also reveal to her that Danny was her current archenemy, the Phantom). She walked up to where Mallory could see her face and gave her a "Wow, that's so cool!" look, like she was impressed by Mallory's supposed ancestor. By now they had gotten to Sam's house; being an heiress of some sort, her house was bigger than Danny's, though it still didn't compare to Jenny's family complex. They went down to the basement, which Sam had claimed as her own pretty much as soon as she was out of diapers.

The sight still impressed Danny, who had been coming here for as long as he could remember; Jenny, who had access to more than the rest of them combined, still at least _acted_ impressed to make Sam feel a little better about herself. Tucker and Mallory, who had never been here before, were blown away at the scope of Sam's lair. She had the place divided into four rooms: her bedroom complete with master bath, a workout room where she did her yoga and Pilates, a miniature library filled with all kinds of weird books and magazines, and an entertainment room with her computer, big screen TV, three separate video game systems and large collection of CDs and DVDs. It was a pretty impressive sight. Mallory indicated an interest in Sam's Playstation 3, though it soon became apparent that she wasn't any good at any of the games Sam had; blaming her "sheltered upbringing", she soon had Jenny walking her through the latest Call of Duty game. While the two of them were playing, Danny, Tucker and Sam started working on some of their homework; even though he had the whole weekend to do it, Danny wanted to get it done as soon as possible so he had more time to do superhero stuff. He was halfway through his algebra homework when his phone started ringing; when he looked at the phone it said "Restricted", meaning that Captain Jimenez had already tried contacting his (currently nonexistent) communicator and was now trying to reach him through more ordinary means. He answered immediately.

"Hi Mom, what's up?"

"_In public, huh? Look, we've got a guy marching through the business district with a big energy weapon. He shot at a patrol car already, and we don't have the firepower to deal with what he's packing. Oh yeah, and he's decked out in swastikas. Think you can handle it?"_

"Don't worry, I know what you want. I'll see you at home. My mom wants me to pick up dinner for her," he said to the gang; it was one of the dozen or so code phrases he'd come up with to indicate he was going to do superhero stuff while around people ignorant of his secret. "I have to go get some Chinese food, so I'll see you around."

Gathering up his books, Danny hurried out the door at a run, quickly finding a place to stash his backpack. That accomplished, he transformed and flew as fast as he could to the business district. When he got there he saw that a few buildings had huge smoking holes in them, clearly the mark of his enemy's weapon. He followed the destruction to an intersection; in the center of the intersection was a man.

Easily over six feet tall and in exceptional shape, the man was wearing a black jumpsuit that had large red swastikas on the shoulders and a bronze eagle on the chest. Attached to his right arm was the energy weapon. It was as long as his arm, with a flexible hose in the center to allow the gun to bend with his elbow. He pointed it at one of the buildings, and a bolt of bright darkness erupted from the business end, burning a hole through a point about halfway up. His face was covered by a pair of thick black goggles, leaving Danny with only a vague impression of what the guy looked like. When the man aimed his weapon again, Danny floated down in front of him; his face reflected his inner fury perfectly.

"Put down your weapon. I'm not going to ask you again."

"How can you stand living in the same world as these creatures?" Fitting with his costume, the man had a thick German accent. "They are the source of the world's wars, filthy rats not fit to walk in the steps of men. And you let them control your money without suspecting their greed."

"Okay, racism is what gets you a butt-kicking today. What name should I give you when I put you in the Justice Squadron's system, you anti-Semitic creep?"

"I am Darkwave, and you are DEAD!"

Danny found himself staring down a stream of brilliant shining darkness. He raised an ectoplasmic shield around himself, the first thing he could think of doing. He poured more power into it as the energy started eating through his shield, and then finally had to drop it entirely to keep himself from powering down and dropping out of the sky. What was left of the blast blew him through the window directly behind him; no one had told him how much blowing through plate glass hurt, and he realized as it happened that it would be pretty hard to describe. Slowly picking himself up, he staggered to the hole in the glass and floated down to the ground, scared that he would fall if he tried going any faster.

Darkwave was on his knees, coughing heavily. Danny realized that he must have stopped firing when he fell over, which was why the energy blast had stopped. Danny walked over, trying very hard to stay on his feet. As he got closer he saw red spots on the ground and figured that Darkwave was coughing up blood. He got within arm's length, and got out "Are y-" before Darkwave swept his arm under Danny's legs, tripping him up. Danny felt the impact, but it didn't seem that bad compared to going through the window. Darkwave was muttering to himself, something to the effect of "can't be . . . it worked perfectly before". Sirens were wailing in the distance, and Darkwave shot out the ground underneath himself to escape through the sewers. Danny slowly rolled over, pushing himself up to stand shakily before the police got there. Darkwave had looked familiar somehow; he knew at least one German man with a shaved head that was that big, and he knew he had to investigate further before fighting Darkwave again. Not tonight, though; right now, he needed to get home and rest before he passed out and got dragged off to the hospital again.

Yawning tremendously, Danny sat up slowly in his bed and looked at his clock. He'd fallen asleep around eleven o'clock last night, and had apparently slept a full twelve hours. On the plus side, all the aches and pains from yesterday's fight seemed to have disappeared. The only bad part was that it had cut into his research time. Walking over to his computer, he started searching the internet for a little bit before he decided it would be hopeless. Tapping a few keys, he contacted Sam over her computer; after waiting about a minute, her image came up on his screen as she sat down in front of her webcam.

"Hey Danny. How'd it go last night?"

"Whoever that guy was, he can throw a mean punch. I mean, I only just woke up half an hour ago. It really wore me out."

"That sucks. Any idea who he is?"

"He calls himself 'Darkwave', whatever that means. I have to warn you though, he hates Jewish people. Like, dresses up in swastikas and eagles and such. He was tearing apart the business district, probably because he buys that line of crap about them controlling all the money."

"Huh. Maybe you should fly by Star's house and interrogate her dad. He might have been brainwashed by the supposed Nazi grandfather and just got activated, or however these things work."

"That's not going to work. I can't just go busting into someone's house and play bad cop with them. I just don't know how I can figure this stuff out."

"Well, I don't know what to tell . . . wait a minute, didn't the Justice Squadron get you an account with Delphi? Maybe they can help you with this."

"Of course! Thanks Sam, you're a genius. Maybe I can buy you dinner to thank you?"

"I have to go to temple tonight. Maybe some other time. Bye."

Danny could have punched himself as Sam signed off. One of the many perks of being a member of the Justice Squadron was that, once a week, he could have his consultant in Delphi, an information brokerage that claimed to have access to every bit of knowledge ever, do some research into any topic he could think of. He hadn't used this particular benefit yet, but this seemed the perfect time to do so. He entered the command code he'd been given into his computer; the code required not only exact coding but also perfect timing to enter properly. The screen darkened, with the emblem of a laurel crown appearing in the center. Exactly one minute later a video chat window opened, revealing an attractive young woman who was busy eating a sandwich. Danny cleared his throat and she practically threw her sandwich off to the side, wiping her mouth with a napkin before launching into what had to be a practiced spiel.

"Hello, and welcome to Delphi. My name is Cassandra. What questions do you need answered today?"

"Wait, they make you call yourself Cassandra? Some kind of marketing thing, huh?"

"Uh . . . no, that's my real name. Anyway, what do you need? And please make it quick; I'm kind of in the middle of lunch."

"All right. I need any and all information on a few guys named Herman Stiglitz, both Junior and Senior. Pictures would be helpful."

"All right, let's give it a shot." Cassandra started typing on her off-screen keyboard. After about five minutes she hit a few last keys and grinned. "Piece of cake. Want me to read it off to you while you read it?"

"Sure, why not." Danny started running through the information on the left half of his screen while Cassandra read aloud from the right side.

"All right, I started with Junior. He showed up about ten years ago with his daughter Star, claiming to be the son of Herman Stiglitz Senior. He was rich enough that he didn't really need to work. Not much there, and virtually nothing before his appearance a decade ago."

"I know everything you have on him. What's next?"

"Herman Stiglitz Senior, also known as the "Chemical King" in some circles. He was a genius in the field of chemistry, and was working for the Nazis before they even _were_ the Nazis. Once the war started he was making all kinds of weapons. The Fear Formula, the Chemical Men, Toxic Squad, those were all his, plus a bunch of others that aren't known as well as those."

"I've never heard of any of those."

"You're young, and haven't hacked the government agencies that cover those things up; give it time. Anyway, he disappeared a few months before Hitler died. He had a son and a daughter; the son you apparently heard of, the daughter not so much. Here're the pictures you asked for, by the way."

"Before you give me the pictures, tell me what kind of person Senior was. I want to hear it from you."

"Um, okay; no one's ever asked my opinion before. This guy was a monster. I mean, the Chemical Men were Jewish prisoners he'd experimented on almost to death before pumping them full of the crap that made them into monsters. In fact, he was one of the driving forces behind the whole 'exterminate the Jews' push the Nazis had. Didn't have anything against the other races discriminated against, but he downright _loathed_ Jews."

"Wait, what's this? Right here, near the bottom, there're two things. First is 'Meets with Flamel, Paris 1944', and this one that says 'Attempts final destruction of M.M.; fails and vanishes'. What're those about?"

"Well, the second one is easy to explain, since it's recorded fact. Later in the war, as the Allied Front and other so-called 'Mystery Men' started influencing the war, Senior was tasked with finding a way to get rid of them. The Mystery Men ruined a bunch of his weapons; Lord Arcana brewed a potion placed in all MREs that neutralized the Fear Formula, Chief Rainmaker conjured the storms that washed away the Chemical Men during the Battle of the Bulge, the immortal Shaka Zulu destroyed Toxic Squad almost singlehandedly in the late stages of the African campaign, that kind of stuff. He couldn't figure out how to wipe them out, so he either ran off or died; no one's really sure which."

"And the other thing, with Flamel, what's that?"

"This is something people are sketchy about; I myself have doubts on the story. Early in 1944, the famed alchemist Nicolas Flamel was in Paris, which is where Senior was working at the time. Supposedly they met and had a nice talk. The wildest theorists claim Flamel gave Senior some Elixir of Life and then vanished. About two weeks later the Man About Town drove him and his assistants out of Paris and practically to the French/German border. And before you ask, he was a French Mystery Man; names weren't as cool as they are today."

"All right, thanks. Can I have the pictures?"

"Sure. Next time, can you try not to call while I'm eating? A Reuben isn't all that great when it's cold and greasy."

"I'll try. Talk to you later."

Cassandra made a goodbye gesture while picking up her sandwich, and then the video window shut down. Danny scanned the files on both Stiglitz men before accessing the pictures. At first he couldn't comprehend what he was seeing; it was only gradually that he realized that both of them looked _identical_ in every way. It wasn't a father-son resemblance, but more like how one clone looks exactly like another. The picture of Senior was with his family, while the one with Junior was of him and Star shortly after they had moved to Amity Park. He looked closer, and saw that five-year-old Star was, in the same way as her father and grandfather were, _identical_ to what would be her aunt in the other picture. Danny sat back hard, hearing Cassandra's words about Stiglitz Senior possibly having access to Elixir of Life. He shook his head, trying to force himself to stop thinking of the two as Senior and Junior; the two Herman Stiglitzs were _one and the same_, just as the daughter of one had to be the timeless daughter of the other. He pulled up a picture of Darkwave sent over by Captain Jimenez and compared it. The build of the body, the shape of the chin and face that wasn't obscured by the goggles, even the shaved head – it was all the same. Darkwave wasn't a sleeper agent after all, but an old madman striving to destroy his foes after nearly seventy years of lying dormant. But why now? And how had he gotten his hands on a weapon like his energy cannon? He'd been a chemist before; why not go that route? He decided he _would_ go visit Star's house; even if her dad wasn't there, he could try and get some information from her.

Danny took his time heading over to Star's; there was still the possibility that he was wrong, and he didn't want to make any trouble for himself that he didn't need. He _did_ contact Captain Jimenez, letting her know that he had a possible suspect for Darkwave's identity; he didn't go any further than that, wanting to keep her out of the loop in case he was wrong. It wasn't until he got to the house that anything odd happened, though it wasn't anything he was expecting.

He transformed as soon as he saw the door broken open, turning invisible to avoid detection. Hovering through the door, he saw Star pinned to the wall, grabbing at her throat. And holding her throat was . . . Danny took a moment to get his mind to accept what he was seeing. A humanoid shadow was standing in front of Star, holding her off her feet in one hand while screaming at her. The shadow was demanding to know where her father was. Danny ran up and grabbed the shadow, forcing it to let go of Star. It turned to him, raking at his face with the talons it had formed on its free fingers, and he grabbed that wrist as well, pinning its arms in his superior grip. Who was this? Shadow Master could make himself look like this, but he was one of the good guys; Danny couldn't picture him attacking someone in their own house. The shadow was shouting at him now.

"Let me go! I need to avenge myself!" It definitely wasn't Shadow Master; this shadow creature was female. "He destroyed my body, and I want to do the same to his!"

Danny couldn't hold her for long; the shadow woman slipped out of his hands and slid out the door. Danny turned to see Star rubbing her throat and knelt down to see if she was all right; before he could say anything, she pushed his arms aside with her free hand.

"Get out of here!" She looked furious, though if it was because of him or the shadow creature he couldn't tell. Her next comment assured him that it was because of him. "You can't stop him now! He will destroy the scum, wipe them from this city in one quick strike, and you can do nothing about it!"

"Wipe them . . . where is he going? Answer me!" he shouted, shaking Star for good measure; he hadn't realized he'd grabbed her. "I'm not letting your father murder innocent people!"

"It's not murder." Star's face was twisted by hate and glee, making her look like the monster she was. "Killing vermin is just something you do to keep things under control."

Danny let go of Star; this was going nowhere. He flew out of her house, trying to figure out where Darkwave would go. He was planning on murdering the Jewish population of Amity Park; what kind of place would let him do that as quickly as possible? It hit him all of a sudden, and he felt sick; he had no doubt in Darkwave's willingness to attack a temple in order to achieve his ends. He activated his communicator, trying to get in touch with Sam, but she wasn't answering. Fearing the worst, Danny contacted Captain Jimenez; from the sound of it, she was trying to get in touch with him at the same time.

"Captain, you have to get to-"

"_I know. He's locked up in there, holding the people inside hostage. How soon can you get there?"_

"Five minutes, max. Look, there's more to Darkwave than racism and an energy weapon. If we catch him, I want the Justice Squadron to take him in, not you. All right with you?"

"_If you decide to catch him at all. I looked into your little friends, and I wouldn't blame you if you just kill him instead. Go get him."_

Danny got out of the conversation, vowing not to kill Darkwave if at all possible. He wasn't a killer; the Oni was dead because of M'mbuto's men, not because of him. Besides, it wasn't his place to act as judge, jury and executioner all in one; actually, he couldn't really fill _any_ of those roles and keep a clear conscience. He pressed his communicator again, getting in touch with the Justice Squadron; he needed help, and was certain they had someone on the roster that could help out in hostage situations. He was soon connected, speaking with a woman (though that was as far as he could identify her) to ask for help. He relayed his situation, and she seemed to think for a minute.

"I'll send Cathara; her size and magic can help. Stay still so we can send her to you."

A shimmer appeared in the air in front of Danny's face, the sign that Cathara was being teleported in using the group's teleporter on their moon base. A second later the shimmer was gone, replaced by a Barbie-sized female with green skin, purple hair, eyes that were nothing but pale pink, and a large pair of fairy wings; she shook her head to clear it, disoriented by the teleportation. She looked around quickly before perching on Danny's shoulder and speaking in a voice that, to him, sounded a little high-pitched; if the situation wasn't so serious, he might have started laughing.

"Let's go; you can brief me on the way. And me riding you is quicker than you trying to slow down for me."

Danny filled Cathara in on the situation in the few minutes it took him to arrive at the Jewish synagogue Darkwave had holed up in; she was deep in thought while he landed, walking up to the policeman in charge of the negotiations. The officer informed him that it wasn't going well and had started to fill him in on sniper locations when Cathara shot up off his shoulder, shouting "Eureka!" and shocking the crap out of everyone near her. She darkened a little out of embarrassment before explaining.

"He's not going to make it all that long; Darkwave, I mean. I've actually met Flamel, and he confirmed the bit about giving Doctor Stiglitz some Elixir of Life. The thing is, he only gave him enough for one person to live this long. In order for both him and his daughter to live up to now he'd have to try and make Elixir without the Philosopher's Stone, and that doesn't go over all that well with your body. Your boy's full of tumors, and they're killing him; that was probably why he started coughing up blood the last time you fought him. I'd say all we have to do is stall him for a while and his body'll just crap out on him."

This explained why Darkwave was so eager to attack people all of a sudden; he'd found out he was dying and was trying to make up for lost time. Danny realized that he had to stop him _now_, because he wouldn't be willing to negotiate. He needed to get inside, and asked Cathara if she could help him get the hostages out with whatever her magic was; she looked offended that he'd ask.

"I was trained by the greatest pixie mages from Avalon. Making people disappear is nothing; you just need to make sure he's distracted or it won't work."

Danny nodded, turning invisible; beside him, Cathara faded and blurred into near-nonexistence. He phased through the door, hovering over the ground to keep from making any noise. Most of the people were clustered in the front, trying to keep as far away from Darkwave, who was blocking the front door, as possible. He waited there for a minute, until he (barely) made out the faded blur of color that was Cathara hanging in the air above the crowd. Thus assured of his ally's position, Danny returned to visibility and tapped Darkwave on the shoulder.

"Maybe no one told you, but the Nazis lost the war. Swastikas are _sooo_ out these days."

Darkwave wheeled around, firing his cannon at the space that Danny had occupied only a few seconds ago and leaving a huge hole in the door. Danny pushed him through that hole from behind, throwing him out onto the street. Amazingly agile for someone of his size, Darkwave rolled up and fired another blast, though this one went wide as a bolt of darkness knocked into his arm. Danny watched as the shadow creature he'd seen earlier launched itself from Darkwave's arm and down his throat; as it sank deeper into him, Darkwave's eyes went pitch-black. He waved his arm around, trying to fire at an enemy hidden within him, until he gave one last jerk and collapsed with wisps of darkness drifting out of his mouth. While everyone watched, Darkwave's body began shriveling away as all the years the ersatz Elixir had allowed him to ignore catching up to him all at once. When it was all done there was little more than a skeleton left within his costume to show that he had once lived. The living shadow that had killed him drifted out of the dusty remains, shooting across the ground to the nearest darkness; no one knew how to stop it. A subtle weight on his shoulder told Danny that Cathara had landed there; he turned his head to see that her hands were over her mouth, covering what had to be a horrified expression.

"Are you all right?"

"I-I don't . . . we need to secure that weapon. I'll call for a retrieval team; you make sure the hostages are safe."

Danny nodded, leaving Cathara to deal with what she had just seen in her own way; still trying to process it himself, he went over to make sure Darkwave hadn't hurt anyone. It had all worked out, right? But what had the creature that had killed Darkwave been? Where had he gotten his weapon in the first place? Too many questions without answers bounced around in his head, which he shook to clear it. He could wonder later; right now he had to show his public that they were okay.

"So the weapon's gone? And the Nazi fellow? Damnation!" Vlad shouted into his cell phone. "Are we at least sure that thieving witch Spectra is dead?"

"_I'm not sure."_ Buzzter, even over the phone, sounded nervous, clearly glad that he didn't have to make his report in person. _"We haven't found a body yet, but we're pretty sure she's gone-"_

"I. Want. That. BODY! Without is, she could be on some island laughing her ass off at us, and we just can't let that slide now can we? Keep me updated."

Karai, standing in the corner, was keeping her mouth shut; if she had anything to say, it looked like she was going to wait until Vlad was in a better mood. A good trait in a minion, he decided. He picked through the reports on his desk, not really interested in any of them; without a mole in the Justice Squadron, retrieving his darkwave cannon would be impossible. He was about ready to see if he could hire the Wendigo and teleport him to the moon to get his weapon back when a video chat window opened up on his computer. Whoever she was, she was young, Aryan and cute; unless she could give him a good reason for hacking his computer, she was also very dead.

"Mister Masters." Whoever she was, she had a very thick German accent; it sounded a little forced, like she hadn't used it in a while. "My father was Darkwave. I want revenge against the Phantom, whom I blame for my father's death. Make it happen."

"Listen, sweetheart, I need a better reason than your bleeding Nazi heart to make me start a war here. Of course, I could just kill you for hacking my systems. Give me a good reason why I shouldn't."

"I have all my father's research notes on his many secret projects for the Nazi war machine. I can give them to you if you give me the means to destroy the Phantom. That is all I ask."

"Research notes, you say?" Chatter had tentatively identified Darkwave as a Nazi super-scientist; this could pay off in ways unimaginable to the average villain on the street. "I tell you what. Why don't you come by my offices tomorrow? We can have a little chat about your future in supervillainy."

She nodded, and he gave her the phrase she needed to give his receptionist to get in before hanging up. The cannon had been experimental at best; proven war weapons would be well worth the loss. This was looking like a profitable day after all.

A five six seven eight . . .

**Darkwave**

First, let me say that I have nothing against the Jewish people. One of my housemates is Jewish, and I actually asked her permission to write an anti-Semitic supervillain. The thing is, Darkwave was the first character I hated writing for. That's why this took as long as it did to write; I just couldn't stand being racist like that. He's really dead, too. Just like the Oni, he's not coming back, and was actually just a means to mutate Spectra and give Star a chance to become a supervillain. Immortal Nazis are just a massive pain in the ass; don't ask how I know, just know that I do.

**Spectra**

Now that she's a shadow creature, she's kind of on a limited lifespan unless she can get another body. I'm not sure yet if that's going to happen, but I'm probably not really going to kill her off; I just need to figure out how best to keep her around.

**Shadow Master**

He controls shadows and is one of the original members of the Justice Squadron. Remember how Danny decides he doesn't want to kill his enemies? Shadow Master will challenge that belief when he finally shows up for real. He's got his own Black Ops branch of the Justice Squadron running, plus his villainous contacts and mysterious side business. His powers are kind of a metaphor for heroes becoming dark, but more on that when he actually appears.

**Cathara**

Pixie mage from the British Isles. I have her in an argument with another member of the Justice Squadron, this ten-year-old girl that thinks all pixies should act like Tinker Bell or some such like that. She's actually still a teenager by pixie reckoning, as well as being sort of a princess (which makes the little girl all the worse), though she gave up that life for magic. This is another of those hero types that's grossly underrepresented in comics, which is why she's here.

**Cassandra**

Danny's contact in Delphi. She has a backstory, but we won't go into it right now. Just know she's there.

**WWII Mystery Men**

Yes, that's really Mallory's grandfather. Chief Rainmaker has a relative on the Justice Squadron using his old handle. Shaka Zulu is the dude that got a bum rap on Deadliest Warrior, the actual Zulu chieftain. Sorry about the French dude's name; sometimes you just get pitched stinkers.

**Star**

She uses a villain's name from the show. I'll give you a hint: look back on the weapons her dad made for the Nazis. One of them plays an important role in her name choice. Actually, she makes use of two of the three, but her name only comes from one of them. Good luck, and no spoiling if you figure it out.

Next time, the last stand of Mallory Maleficarum. See you then!


	7. Knight Stalker

I do not own Danny Phantom, nor do I own any of the characters that appeared in the series.

**The Danny Phantom Superhero Project**

Knight Stalker

It sucked, Mallory had decided, to be young again. Her simplest spells ran wild, she was going through all the emotional crap she'd already lived through once (and once was more than enough) and, worst of all, no one took her seriously. She'd tried no less than three summoning spells to try and conjure up something to fight the Phantom, and nothing had come to her. She'd even gone so far as to break the seal she'd linked to the demonic archmage Yaxilis (the human-shaped creature owed her a favor), and Yaxilis had forced her to humiliate herself before laughing in her face and disappearing. And the worst part was that she was no closer to getting her revenge than she had been before all her efforts. Even the miniscule amounts of blood and skin she'd picked up from him after raking his face so long ago weren't helping; she was too afraid of wasting them with another out-of-control spell to use them against him. There had to be some way to get him, but she couldn't think of any. Especially not now, while the teacher might try quizzing her or any other student during their trip to the museum.

"And at the end of the 16th century the tradition of armored knights charging across the field into battle had all but disappeared. Any ideas on why that happened . . . Miss Maleficarum, any thoughts?"

"Um . . . uh . . . uh-"

"I see. Someone else? Mister Johnson, you have your hand up?"

Mallory tuned out her fellow student's voice as he launched into a summary of the teacher's lesson; Chris was such a brownnoser, she thought to herself. She slowly wandered away from the group as they kept moving; she'd seen something over in the corner of the display room that they hadn't covered in the tour. When she got closer, she saw it was a suit of full plate armor decorated with distinctly lupine images, complete with sword and shield. The tag associated with the suit identified it as the personal armor of a knight known only as "the Wulf". Skimming over the description she saw that he was a mighty warrior from the 13th century. The idea hit her all of a sudden: animating a spirit and binding it to something so it could hunt down the Phantom would be a great way to get her revenge. A dead spirit wouldn't care that she looked like a kid, and blood seals were something she could control even with her changing body twisting her magic in knots. Pricking her finger with a tiny silver knife she kept in her shoe, she began tracing her personal mystic seal on the helmet, muttering the incantation to animate the armor and bind the spirit to that form. She had just started on the spell that would force the spirit to obey her when-

"Uh, Mallory? You busy?"

Malory squawked and jumped about a foot in the air; for a second she honestly thought her heart had stopped. She turned around to see Tucker standing behind her with a nervous little smile on his face. Fortunately for her, the blood seal she'd made was only visible to her now; it would have been really awkward trying to explain her bloody graffiti marring the face of the helm. Trying hard to keep from revealing her nervousness, Mallory decided to try the diplomatic response.

"Tucker! I was just . . . getting a better look at this armor. They didn't get to it in the tour, and I was really curious to get a closer look."

"Oh. Uh . . . you know the fall dance, right? Well, I was wondering if, maybe, you would, you know . . . go to the dance with me."

"Oh! Uh . . . sure, I guess. Look, I really-"

"Mister Foley! Miss Maleficarum! We are here as a class, and we will stay as a class! Come back to the group, immediately!"

Tucker grabbed Mallory by her wrist and dragged her away from the armor; she was so swept up in the moment that she didn't fight him. In fact, by the time they got back to the group, she had completely forgotten about her unfinished spell laid upon the armor. She honestly had no idea what evil was coming for her. In truth, she was better off not knowing.

"Tucker, we voted on this, like, three times. And all three times we decided that you weren't going to screw up our little act with Mallory by asking her out. So now I want to know . . . what were you thinking!"

"_I'm sorry, all right? She's just so cute, and she seems like a nice person. I don't see what kind of problem you could have with her-"_

"She wants to kill – hold on – LOOK OUT!"

Danny swooped down and grabbed Urban Cowgirl and her motorcycle, turning both incorporeal in time to evade a thrown manhole cover. The thrower, a levitating man calling himself Gravitus, began floating away faster while his super-powered allies Feverpitch, Grasshopper and Iron Sheikh started moving on their bikes again. The group, who called themselves the Highwaymen, had been trying to steal a shipment of various high-quality gemstones when Urban Cowgirl had literally ridden right past the truck they were robbing. The quartet were protecting the now-stolen truck, driven by Skull of the Wild Boyz, while trying to run from Cowgirl's back-up, which also included Kickstart and Technomancer in addition to Danny. Danny rose back off the motorcycle as Cowgirl drew one of her revolvers, taking aim at the tires of the armored truck. Clearly the bullets in the chambers of that gun were designed to pierce armor, because the reinforced rubber blew out when hit. The truck swerved to the side but rose into the air instead of plowing into the line of cars near the curb, lifted by the device Technomancer had shot at the vehicle earlier in the chase. Skull leapt out of the cab while the rest of the Highwaymen circled around and lined up for a fight. Iron Sheikh leapt off his bike only to be caught by Urban Cowgirl's motorcycle, which she had twisted sideways and lifted off the ground while dismounting in order to gain an edge over the armor-skinned villain.

Feverpitch, not distracted by the show of force, hurled a fireball at Danny, who raised an ectoshield to protect himself; the flames clung to his shield for a minute before sliding off, indicating that Feverpitch was throwing something similar to napalm instead of ordinary fire. Grasshopper, on the other hand, started running off when he realized that he wasn't as durable as his superpowered counterparts; no one tried to stop him, since he probably wouldn't get that far before police showed up. Danny went to the air, chasing Gravitus while Urban Cowgirl started firing what turned out to be rubber bullets at Feverpitch and Skull. Gravitus turned out to be a bigger nuisance than he seemed, using his gravitational control powers to mess with Danny's ability to fly in a big way; it was only through staying incorporeal that he could retain any kind of control, but that came at the cost of most of his other powers. He didn't realize Gravitus' plan until the armored truck passed through him; he was intending to cheat his fellow Highwaymen and take the entire prize for himself. Danny shifted to corporeality and focused all his power into a shield around Gravitus; Danny was hoping that the shield would keep his powers from functioning outside the ecto-energy. The truck started moving to the side, and Danny realized that the cavalry had come at last.

Down on the ground, Kickstart was dragging Grasshopper towards the other Highwaymen, who were covered in bruises from the rubber bullets Urban Cowgirl had fired at them. Skull was walking backwards toward his temporary allies, staring down the business end of one of the Blue Meanie's alien weapons, while Gravitus and the truck were being lowered by the mystic forces commanded by the now-present Anubis. The police had started to arrive, bringing specially designed restraints to negate everyone's powers. Danny got into the grouping with Kickstart and Technomancer, feeling the distinctly unpleasant sensation of his body numbing as it was teleported to the Justice Squadron's moon base; this was only his second time being teleported, and he was hoping he would get used to the feeling the more times it happened. Splitting off from the rest under the pretense of getting a shower before going home, Danny returned to his conversation with Tucker as though he had never left it.

"She wants to kill me, and she could probably get my secret identity from your head if she went digging for it. Just drop her and do it quick, all right?"

"_I already talked to Sam about it, and she thinks I did the right thing. Mallory's unpopular enough that no one else will ask her, and I didn't want her to get her feelings hurt; Sam agreed that we want her happy."_

"I guess that's a good reason, but don't let her think this might turn into something serious. Remember, she's dangerous and seriously crazy, and I don't want to have to deal with her if you screw this up. Anything that happens, it's on your head, agreed?"

"What's on whose head?"

A pair of pale arms wrapped around Danny's shoulders, and he turned his head around to see the angel Whitewing standing behind him; he tried very hard not to blush. She was smiling a little, like she was extremely happy to see him. Danny removed his finger from his communicator and turned around the rest of the way to face her.

"One of my friends, the ones that know my secret identity . . . he's doing something really stupid, and I'm just letting him know that anything that goes wrong with it is his own fault."

"It sounded like you were talking about him messing around with some_one_ instead of some_thing_. Is it the mystery mystic you told me about during your interview?"

"Uh . . . yeah, he wants to take her to our upcoming semiformal, and I think it's a really bad idea."

"A dance, huh? You don't happen to have a date yet, do you? 'Cause, you know, I'm always available if you need someone."

"I'd really like to, but . . . if I take an angel, people might start to wonder what I'm doing with my time. Sorry."

"Oh! Okay, I guess." Whitewing looked more than a little disappointed at the news. "Maybe some other time, huh?"

"Yeah," Danny said, patting Whitewing on the shoulder before breaking away from her. He needed to get home and get some work done for school. Whatever he felt for Whitewing, and what she apparently felt for him, would have to wait for later.

Sam was sitting at the table, watching her friends. Danny was chugging some high-caffeine soda next to her, trying to keep from falling asleep after his (apparently) wild time last night. Tucker and Mallory were sitting across from them, talking and giggling with each other; it was almost sweet enough to give her diabetes. She turned back to the veggie burger she'd brought in (they were still pretty tasty cold), about to dig in when someone tapped her on the shoulder. She turned around to see the last member of their group, Jenny, standing behind her; the look on her face said she wanted to talk to Sam alone, and fast. Excusing herself, Sam followed Jenny out of the cafeteria for some girl talk.

"So, what's up?"

Sam watched Jenny like a hawk, reading her body language and facial expressions to figure out what she wanted to say; Jenny really didn't like having to write stuff out if she could help it, and a childhood attack by the Oni had left her incapable of speech. After about a minute she thought she'd figured out the basic point of the message and formed an appropriate response.

"Yeah, so what if Tucker asked Mallory to the dance? It's not like we want her to be miserable, right? Yes, Danny and I both signed off on it." She watched more of Jenny's silent communication. "You're joking, right? You treated him like dirt; of course he's going to ask someone else." More gestures. "Playing hard to get? You were acting like an ice queen, not a flirt. No, you will _not_ try to break them up. Because they're happy, that's why! Wait, what?" Jenny repeated her last bit. "I will not take you to the dance 'for the cause'. Because you're not gay, that's why!" Jenny looked a little frantic now, and her next communiqué was almost unintelligible as a result; Sam made her repeat it twice before she felt sure enough of her interpretation to answer. "Danny's already got a date too, and it's kind of insulting that he's your last resort. No, not me! Because we've known each other _forever_; it would just be way too awkward and creepy." Jenny was pouting now, and Sam grasped her firmly by the shoulders to comfort her. "I'm sure you'll find a date, and I'm sure you'll have a great time. You just have to accept that your first choice is already taken, okay?" Jenny finally nodded, albeit a little sullenly, and Sam hugged her a little before leading her back into the lunchroom. She really was hungry, and there wasn't that much time to eat now; she was probably going to regret eating as fast as she was going to have to now, but the growling in her stomach convinced her it was the only way.

Mallory waved goodbye to Sam and Jenny before heading off to her parents' car. It was easy for her to fund their lifestyle; she'd been saving money in banks all over the world since the late 30s, and it was embarrassingly easy to have it be "inherited" by her parents (whose records were also ridiculously easy to alter, even without magic) from her father's "eccentric aunt Mallory, who we named our daughter after". She'd just used some of that money to buy a dress for the dance, which she had been shopping for with her friends just now. She realized that she was actually starting to like the younglings she was hanging out with; what she didn't realize was that it was highly unlikely that her wild plans of vengeance against the Phantom would go any farther. She was having such a _great_ time being a kid again, actually getting to enjoy it this time instead of being cooped up studying spellbooks at all hours like she had the last time. Sitting down in the passenger seat after laying her dress out in the back, she buckled up, ready to go home. And that was when trouble finally found her.

A massive armored man strode out of the nearby alleyway, sword in one hand and shield in the other. He clanged when he walked, indicating that his armor was hollow. The lupine imagery was familiar, but the half-finished blood seal on the forehead clinched it for Mallory. The Wulf was looking for her; judging by the way the animate armor stood when it "saw" her in her mother's car, it wasn't planning on thanking her for awakening it. The spirit-driven construct started walking towards her, and it was only her mother burning rubber that kept the thing from reaching her. She was safe, right?

Wrong. She looked back to see the construct riding what looked like only the armor and cloth worn by a horse being used in a joust; there was no actual creature underneath the decorations. The armored head pointed skyward, unleashing a howl that shook the air. Her vision blurred, and Mallory realized that she was crying out of sheer pants-wetting terror. She was going to _die_, all because of a silly tiff she hadn't been able to let go of. Turning away from the sight of what was probably going to be her personal Death, she felt more than saw the human form that flew through her car, passing right between her and her mother. It couldn't be . . . she turned around again, this time seeing the Phantom knock the Wulf off his horse-spirit. The suit bounced on the pavement, denting in several places as it rebounded off of the side of a bus and into a streetlamp. It stood up, let loose with another unearthly howl, and then ran off with the Phantom close behind. _Of course!_ She realized all of a sudden that she could get the Phantom to help her get rid of this creature. All she had to do was acquire some information on him that he didn't want spreading around, and she could blackmail him into destroying the armor. And with the samples of his skin and blood she had, she could find out whatever she wanted. She loved this plan, and there was absolutely no way this could go wrong.

Danny was talking with Sam, Tucker and Jenny the next morning, though not about the attack on Mallory; he wanted to figure out the how and why of the fight and subsequent chase before getting everyone else worried. He was in mid-sentence when a hand grabbed him by the shoulder, spinning him around just in time to catch a hard slap across the face. His vision blurred for a minute, and when it cleared he found himself facing down an extremely pissed-off Mallory. It didn't take long to find out what had her so upset.

"You lying little burke! The whole time – the whole time! – you knew who I was, and you _dared_ to play me along like a fool! And them, I bet they were in on it too, weren't they, _Phantom_?"

Danny's eyes immediately darted around to see if anyone had heard; judging by the lack of reactions, either no one had heard or were dismissing the fight between the group of not-particularly-popular kids. For once he was glad he and his friends were unpopular, since that meant no one had cared what Mallory had said. Danny motioned to Jenny, Tucker and Sam; the three of them quickly surrounded Mallory to keep any more sudden revelations from escaping their little circle.

"What makes you think I'm-"

"Don't get cute with me. Remember our first fight, when I clawed you across the face? I got just enough blood and skin that I could scry on you. Imagine my surprise when I found out that the person responsible for imprisoning me in this pubescent hell turned out to be the one person I know who claims his alter-ego is a monster. I wonder what would happen if I just announced to everyone your little secret."

"So, you find out I'm a super-powered crimefighter with all kinds of recently acquired connections in the superhero community, and your plan is to _blackmail_ me?"

"Think of it as me asking a favor, and I'll be repaying you by not blowing your cover to the world. Sound good?"

"Well, that is one option. Of course, I could always have Miss Mental wipe your mind of every single memory connected to your past life and my secret identity. Actually, that sounds like a lot less work; maybe I should go with that."

"You wouldn't dare-"

"Or I could have you reported to the Metahuman Control Division. I'm sure they'd like to know all about how you didn't reveal yourself to them for all of the thirty years they've been active. I hear they've got a facility that's completely escape-proof; you'd never take another free breath again if you didn't go about things the right way. And that one is actually legal, so I'd be doing the right thing by turning you in. You know, that one sounds pretty good too. Moral of the story is, no one will believe you, and everything'll just end up coming down on your head instead of mine. Sound good?"

"You-you wouldn't abandon your friend, would you? I'm in serious trouble, and I need your help!"

"Here's some advice: don't try pulling the friend thing _after_ you try blackmailing someone. It just comes off as insincere and fake."

Mallory looked from Danny to Sam, who shook her head disapprovingly, and then to Jenny, who looked disgusted; Tucker looked like he wanted to say something, but Mallory left the group before turning to him. Tucker immediately rounded on Danny.

"Why didn't you help her? I think she's really in trouble, and you just turned your back on her!"

"Maybe you didn't hear her, Tucker, but that witch was going to out Danny! She's too dangerous now, and I personally think we should let whatever she has coming to her happen."

Jenny nodded in agreement with Sam, clearly of the opinion that Mallory had been humored long enough. Tucker shook his head and walked off, leaving the rest of the group behind. Jenny made a gesture meaning roughly "we don't need him anyway", but Danny watched his back as he left; he liked Tucker, and didn't want to throw his friendship away like this. But what was he supposed to do?

Alarm systems, like pretty much every other piece of technology used in mass quantities, turn out to be vulnerable to magical meddling. Mallory had found it painfully easy to shut down the alarms in the museum, making entry a cinch. She had a simple plan for shutting down her foe: she would simply draw a seal of dispelling on the platform the armor had started on. When it stepped on the seal (where she would be standing to lure it in), her new seal would wipe out the old one, dismissing the spirit and turning the armor back into glorified scrap metal. Slitting her finger, she began drawing the seal she needed to shut the Wulf down. She was about halfway through when the interruptions began.

A crossbow bolt flew through the air, brushing through one of her pigtails before embedding itself in the wall. She turned to see the Wulf holding one of the ancient weapons, reloading it as fast as it could. Turning back to her seal, she saw that some of it had gotten smeared by hair the bolt had trimmed off; the seal was ruined, and it was impossible to completely redo it before the crossbow was ready to fire again. The armor raised its weapon again but, before it could fire, its arms slammed together with a noise like a gong being struck. The bolt fired when the crossbow hit the ground, and Mallory raised her hands, impotently trying to ward of the projectile while closing her eyes. After about twenty seconds she realized that she hadn't heard or, more importantly, felt an impact, and opened her eyes to see why.

Tucker was standing in front of her, holding the crossbow bolt in one gauntleted hand; while she watched he reversed the bolt and threw it back at the Wulf, whole arm blurring as it launched the projectile through the armor's chest. He held out his other hand, the one that wasn't wearing a physical-enhancing piece of super-tech, and pulled her up on her feet.

"What-what is _that_? What are you doing here?"

"It's a musculature-enhancing gauntlet I built that makes my arm faster and stronger. As for why I'm here . . . I couldn't let you get hurt. I don't think I could live with myself if I'd done nothing and something had happened to you. I think I lo-"

Mallory pushed Tucker down as the armor swung its sword at his head with an awkward two-handed grip, still unable to get its arms separated. He grabbed her with his enhanced arm and threw her over his shoulder, running for the door while throwing something small that exploded with a flash of light; Mallory was blinded for about a minute since she was facing behind Tucker, and had to blink rapidly to clear her vision.

"That's not going to work! There's nothing in the armor that can be blinded; the spirit can sense the world around it without needing eyes. Do you have some kind of thing to crush it?"

"The magnetic grapplers I put on its wrists might have worked, but I wasn't prepared for something that was hollow! I thought it was some guy in there, and I really didn't want to kill anyone if I could help it."

Tucker was heading for the door as he talked, but got tripped up when the armor threw a shield at his knees, tripping him up and sending both him and Mallory to the ground. It walked up and raised its sword, preparing to kill Mallory (and probably Tucker) once and for all. For the second time that night Mallory closed her eyes prepared for the worst, and for the second time she had to open them to see why the attack had stopped. This time it was a loud clanging that caused her to look, and she was honestly surprised by what she saw.

Danny was standing between her and the Wulf, holding its arms in place with his superhuman strength. Still using his strength to hold its arms back, Danny grabbed it and spun, hammer-tossing the armor across the exhibit hall. With a cry of "Not my friends!" he flew across the hall after it, leaving Mallory and Tucker to pick themselves up. Mallory watched as Danny grabbed the armor by its wrists, turning it incorporeal and dragging it over to one of the pillars. Putting every ounce of effort he could into the move, he pushed the armor into the pillar and immediately turned it solid again while raising a barrier around the pillar. Solid mingled with solid, and both armor and pillar exploded into fused shrapnel. Exhausted from the effort of keeping all the shrapnel contained, Danny staggered back to Tucker and Mallory, powering down as he did. Mallory did the only thing she could think of: she ran over to him and gave him the strongest bear-hug she could muster.

"Friends, huh? I thought you were ready to throw me under the bus."

"Yeah, well . . . " Danny rubbed the back of his head, while he tried to find his words. "I realized that I was being unnecessarily cruel back there. I just had gotten so used to having you around, and I don't know what I would have done if you were gone. Plus, Tucker set off the silent alarm when he busted in, and I was the one that got the call first. You two might want to get out of here before the cops show up, by the way. I don't know if I could get you off the hook, especially with the armor destroyed."

Both Tucker and Mallory got the hint, heading for the exit furthest from the entrance. Tucker wrapped his arm around Mallory's shoulders, and she found herself resting her head against his chest. For the first time in her life, she felt like she truly _belonged_, like she mattered in the world, and she never wanted to feel any other way as long as she lived.

"So, it really doesn't bother you that I'm really, like eighty-something?"

"Not really. But let's just dance now; we can talk later."

Mallory pressed in closer to Tucker; in the corner, out of sight of both of them, Sam mimed barfing while Jenny silently laughed. Danny excused himself from his date for a second, sitting down next to them.

"I still can't believe you saved her. She was completely ready to blow your secret to the world, and you still swooped in for the rescue."

"Just once, can't we have a happy ending? I'm tired of only winning halfway, and this seemed like a nice way for everything to turn out." Danny leaned back in his chair, stretching out sore back muscles he'd gotten from wrestling with the armor two nights ago. "By the way, where are your dates? Don't tell me Jenny convinced you to do that stupid 'for the cause' thing."

"We got dates." Sam put her hand on Jenny's arm to keep her from firing off the dirtiest look she could muster at Danny. "We sent them to get us something to drink. Speaking of which, you might want to get back to Paulina; she looks a little upset right now."

Danny stood up and went back to his dance. For once, everything had worked out perfectly. Well, almost perfectly. He almost wished something would come up with the Justice Squadron, just so he could possibly spend the night with Whitewing. He sighed a little and Paulina, mistaking it for a sigh of desire instead of regret, nuzzled him with her head. _Oh well_, he thought, _maybe I can make it up to myself somehow._

Sorry for the long lapse between updates. I was doing something out of the country for a bit, and after that I was recovering from stings delivered by an unholy little insect called the "bullet ant". But I'll bore you with that story another time. As it stands, I have some explaining to do.

**Mallory and the gang**

In the beginning, Mallory was supposed to be a minor villain that fought Danny every once in a while. Nothing major, and not really getting any chance to evolve. When I decided that I didn't want to go that route, I entertained the notion of killing her; that didn't last long. I'd spent too much time on her already, and I realized that she needed to stay. She's now his mystical support, answering questions on pretty much any magical topic he can think of. She will also be the source of his ice powers, when I get around to that. She paired up with Tucker because, let's face it, Tucker needed a girlfriend in the worst way. He was always getting beat up by girls in the show, and this time he has one that will stick by him. Plus, the whole "technology vs. magic" thing was too good to pass up.

**Jenny and Sam's "talk"**

I finally got the chance to "write" for Jenny, and it was pretty fun. It also gives you the chance to see how exactly communication between her and the rest of the gang works. I might do it again later, but not all that often; it was actually a bit of work getting the responses right.

**Danny and Whitewing**

It's not going to be a long, awkward thing getting them together. It's going to happen pretty soon, and that's the end of it. No fifty-odd chapters of them trying and failing to set something up. That was one of the biggest turn-offs I had with the show, is that Danny and Sam didn't get together until the final episode despite the fact that they were being forced together by the writers. That is all.

**The superhero fight scene**

I'm going to start publishing the bios of the different superheroes and villains from this universe as "From the Files of the Metahuman Control Division". That way, I don't have to explain their origins and everything during the commentaries. There're a lot of them, and some of the entries are going to be teams, but it seems like the best way to get all the information out there without taking up a lot of space at the end of each chapter. Look for it soon.

**Wulf**

Sorry, but I couldn't think of anything better for him. He was originally going to lead a gang of lycanthropes called "the Wolfpack", but those guys turned into the Dog Soldiers when I decided to put my character Wolfpack from one of the failed comics on the Justice Squadron and I lost the idea for him. So he ended up becoming Alphonse Elric's retarded cousin. Again, he was just the first available target, seeing as how "Fright Knight" is taken.

Next time, how will Danny's parents react when they find out their son is Amity Park's superpowered defender? Stay here to find out!


	8. No More Secrets

I do not own Danny Phantom, nor do I own any of the characters that appeared in the series.

**The Danny Phantom Superhero Project**

No More Secrets

"So, you still haven't told them, have you?"

Jazz was drumming her fingers on the table as Danny sighed and rolled his eyes. He'd gone to visit her at Dansworth Memorial Sanitarium, a mental hospital for supervillains located near enough to Amity Park that he could go see his sister pretty much whenever he wanted. She was here instead of prison for a few reasons, the highest-ranking one being that she was confined to a wheelchair until her heightened healing and what seemed like countless surgeries repaired her severely damaged left leg. The subject brought up now came up a lot; she seemed very eager to get Danny to confess to their parents about his superhero activities.

"Look, I'll tell them when the time is right, okay? I just don't want them to worry about me; they're worried enough about you, and knowing my secret would just make them worse."

"C'mon Danny, roll with me." Jazz wheeled back from the table and started off to the other end of the visitors' center, with Danny following close behind. "It's got to be stressful, lying to Mom and Dad all the time like this; I know it was rough on me for the longest time. I got over it eventually, but look how that path turned out for me."

"What's your point?"

"My point is, I don't want you to end up living next door to me when all is said and done. Think about it, all right?"

Danny was about to respond when a loud BOOM echoed over the complex. Danny dropped to his knees as the whole island shook; before he could pick himself up fully one of the orderlies grabbed him and practically dragged him to a smaller room. The other visitors had been herded in here, leaving the safe room packed as the doorway sealed itself off. Danny felt the buzzing in his head stop as the force fields preventing people from phasing through the walls shut down, and he knew this was his only chance to get out and see what was going on outside. Working his way to the back of the safe room, he silently phased out through the now-unprotected wall while activating the rest of his powers and turning invisible. Slipping through the crowd of prisoners being hustled to their cells, Danny came out onto the island grounds.

The grounds were in a state of riot. One of the buildings had been struck with something (a rocket?), and the rubble was burning. He had to imagine that the building had been some kind of power plant controlling prisoner restraints, as several of the people he had to guess were inmates were running around, unleashing rampant destruction on groups of clearly outmatched guards. Danny reverted to visibility and landed behind a squad of guards, raising an energy shield around them in time to stop a bolt of purple energy that came from the wreckage of the burning building.

The person that stepped out of the rubble wasn't wearing the scrubs the inmates were wearing; if anything, she looked like she was wearing a costume. She was also screaming in a language that clearly was _not_ English; for that matter, it didn't sound like anything remotely recognizable as a human language at all. She held up clearly orange hands and aimed them at a man that was running over to her with wildly swinging arms, firing another purple energy bolt that did an insane amount of damage to the man. Danny was about to rush in when his communicator sparked to life in his ear.

"_Phantom! Phantom, come in!"_

"I'm here! There's a huge breakout at Dansworth! I need backup, fast!"

"_We're sending someone, but you need to meet them at Maximum Security. The guards can cover the low-levels; you need to stop the major threats from getting loose."_

Danny flew up into the air, scanning for anything that would tell him where Maximum Security was. All of a sudden he saw the shimmery effect associated with the Justice Squadron's teleporters in front of a small building; Danny swooped down to meet an armored woman with a sword and shield that he immediately recognized as Good Knight. She barely looked at him before running at full speed towards the smallest of the buildings, which had a group of heavily armored guards at the entryway. Danny and Good Knight stopped at the door; Good Knight cocked her head to get a situation report from one of the guards, who readily complied.

"We're lucky enough that there're only a few prisoners in Maximum Security right now, but they're kind of running rampant down there. Are you all the Squadron's sending?"

"I'm only after one man. You can deal with the rest."

With that, Good Knight shoved her way through the guards, forcing her way into the building. Danny followed her, though he stayed far enough away that she wouldn't accidentally attack him if she got confused. Another group of guards was waiting at a reinforced door; they saw Good Knight and stepped back, throwing open the door as she walked up to it. Danny motioned for them to follow, but none of them did.

As soon as Danny got down the stairs he had to turn incorporeal to avoid a huge blob of goo that flew at him. The thrower, a scaly blue man with finned growths sprouting from his overly long limbs, cackled as his goo blob reared up, sloshing forward to engulf Danny. Fortunately it was slow; Danny easily outflew the blob before turning back to flesh and firing a blast at the blue man, who threw up a shield of goo to absorb the blast. His next attack was a spray of the same goo that Danny had to raise a shield to stop, exploding it outward to keep the stuff from landing on him; by the time he had cleared it away the blue man and his slimy pet had disappeared.

"I say, they've left the door open. Let's run for it, chaps!"

Danny grabbed for the first thing that ran for the door, a monkey that looked far too intelligent to be normal. It looked at him, shouted "Bugger off, you!" with a British accent, and pointed a finger at him. The resulting telekinetic blast knocked Danny across the ruined holding area and back-first into one of the cell doors, stunning him with the pain. By the time he picked himself up most of the inmates were gone, though he knew where they were; the sounds of fighting coming from upstairs left no doubt that they had all passed through the door in a bid for freedom. Danny slowly shoved himself up to his knees, but felt a hand on his head holding him down. He could still tilt his head a little, and that allowed him to get a good look at who was doing it.

He was . . . gray? Definitely not normal-colored, that was for sure. To add to his weird appearance he was completely bald, and his eyes and lips were bright red. It couldn't be makeup or contact lenses, could it? Were they allowed to have those kinds of things here? He could feel the man's skin crawling on top of his head; it felt like his bones were splintering and reforming while he was holding on. The man forced Danny's head to turn farther, inspecting him carefully.

"Hmmmm . . . you know what, kid? I think I'll let you live. Come on, take a walk with me. I promise I won't hurt you if you play along."

And before Danny could resist the gray man picked him up, turned him around, and started walking up the stairs using Danny as a shield. His other arm was wrapped around Danny's throat, but there was really nothing he could have done anyway; the impact with the door had really knocked the fight out of him. When they reached the top Danny saw the scaly man and the monkey making a good show of fending off the guards; two others that he didn't recognize were face-down on the ground, one surrounded by guards and Good Knight. As soon as Danny and his captor got to the top everyone stopped. The man cackled wildly, waving an arm at his fellow escapees.

"I think it's time we discussed what to do about this wonderful hostage, eh? Here's the deal: I've got a boat waiting for me at the docks. You let me go to the boat, and the kid lives. Oh yeah, almost forgot; Icthus and Cornelius here get to go to the docks with me. Anyone tries to stop me and I kill the kid. Got it?"

One by one the guards lowered their weapons; even Good Knight stood down, though her body language indicated she would really like to stab this guy, through Danny if she had to. Turning as he walked to keep Danny between himself and the armed men, the man slowly left the ruined building. In the still-reigning chaos outside, almost no one noticed the group of four walking awkwardly through the yard; about halfway down the orange girl with the energy powers landed next to them and started following, though no one said anything. When they reached the docks the lone guard raised his weapon, ordering the group to stop.

It was his last mistake. The gray man unwrapped his arm from around Danny's throat and threw it at the guard. Danny could hear the sounds of his bones coming apart as his arm extended the ten feet to the guard, wrapped twice around his neck, and twisted his head hard enough to snap his neck. Stepping over the body, the man led Danny down to the dock. A woman in a hooded cloak jumped out of the only boat there, wrapping heavily tattooed arms around the man almost as soon as he dropped Danny.

"Oh, I missed you _soooo_ much, my little freak. What did they do to you in there?"

"Not now, Lydia. Now boys, remember to keep in touch. Icthus, I'm counting on you to spread my story far beneath the waves."

"The Faceless Lord himself will hear of your diabolical mind." The scaly man crossed his arms over his chest and bowed before diving into the water and swimming away.

"Don't even think about it." The monkey held up its arms to ward off any sort of goodbye. "You're just a convenient escape plan, nothing more."

"Oh Cornelius, you know just the right thing to say, don't you? Good luck finding your little girlfriend again."

The monkey held up a hand, which was grasped by a woman that appeared out of nowhere. In an instant they were gone as though they had never existed. The man stomped on Danny's back as he tried to push himself up, forcing him back to the ground.

"Never let it be said that Freakshow is not a monster of his word. Just stay down until we're out of sight, and you can tell all your little friends about this moment. Come on Lydia; let's go before they send someone after me. You, the girl that followed me here, what's your story? Oh, you can tell me on the ride; come on and let's go."

And the boat sped off across the waves, carrying the threesome across the bay and back towards the mainland. Danny slowly pushed himself up onto his hands and knees, still aching from getting thrown into a high-security door. He was breathing hard, too hard to be normal. He held up his hand; it was shaking. Staggering to his feet, Danny held out his arm to steady himself as he walked slowly up to the yard, hoping he could help out with anything up top.

He needn't have worried. The power to the restraints had been somewhat restored, and without their powers the inmates were a lot less effective. Danny heard someone in his ear, but couldn't quite make out what they were saying; before he could do anything he felt the familiar, if unpleasant, sensation of being teleported as the Justice Squadron brought him back for a debriefing.

"Here you go, kid. This'll calm you down."

Danny, who had powered down once inside the Justice Squadron's moon base, took the small pill he had been offered, swallowing it with a gulp of water. Bones, the Justice Squadron's chief medical officer, went on checking Danny, making sure his only problem was nerves. When he was done he signaled Miss Mental before leaving, letting her know that it was okay to start the briefing. She cleared her throat to get the attention of the six heroes sitting at the table: Shadow Master, Good Knight, Danny, the Mer, Titan, and Sasquatch. Satisfied that everyone was paying attention, she started her debriefing.

"All right then. As you may be aware, there was a breakout at Dansworth earlier today. The attacker took out the main security building, shutting down all the failsafes that keep the inmates from using their powers. We have yet to find the culprit-"

"It was an accident. I mean," Danny added as he realized that everyone was staring at him, "I don't think she landed there on purpose. I think the whole thing was just dumb luck."

"I agree with the kid. If someone was looking to start a riot, it seems like dropping a bomb or whatever on the control building is a hell of a lot more dramatic and complicated than any more reliable means of setting off super-crazies."

"Of course you know all about jailbreaks, don't you Nathan?" Miss Mental gave Shadow Master an insincere smile before continuing. "While several low-levels got out, what is truly concerning is the number of high-security villains got off the island."

"Crap. Who got out this time?"

"Hmmm . . . well, Cornelius and Blink left the docks together. Icthus also left by the docks, though it'll take him quite some time to swim all the way to Atlantis. We also have reports that Psycho-Babble is nowhere to be found on the island-"

"Well, that one won't be hard to catch. All we have to do is wait for her to check into an HIV clinic and it's back to Dansworth for ol' voices-in-the-head lady."

"That's insensitive, Titan. She has a serious mental condition, and we shouldn't taunt her because of it."

"What? She's a nymphomaniac, not a nutjob! I called her what I did because that's her power!"

"Getting back on track, did anyone else get off? I'd like to know if I should stay on the surface to help you or return to my people and prepare for the next Atlantean attack."

"Thank you, Mer. Now there is one other, and I'm not happy to say this. It seems that Freakshow has escaped. We have security footage of him leaving by boat, taking the girl that caused the riot with him."

"Ah hell." Shadow Master buried his head in his hands. "Can't I get one week off without someone like him busting out? I guess you'll want me to put off Vegas week to hunt him down, right?"

"How can you be so casual about this?" Good Knight pounded her fist on the table to emphasize her point. "That monster is responsible for killing more than a few of my fellow police officers, and you're more worried about missing your vacation!"

"Actually, Jessica, _you're_ going to be helping the Phantom hunt down Freakshow. We need Shadow Master to track down Blink and bring her back."

"SCREW YOU!" Shadow Master stood up in a hurry, pointing an accusing finger at Miss Mental. "I'm not putting another one of my friends in jail!"

"That's where all of your 'friends' belong, you know. You know, like the one with the fear toxin and the knives, or the ones with the crappy powers. And then there're the lunatics on your little pet project that we can't touch. Your 'friends' are monsters, just like you, and should be dealt with as such."

Blackness wreathed Shadow Master, turning his skin the color of pitch and his eyes white for an instant before he disappeared. He wasn't gone for long, growing up out of Miss Mental's shadow and wrapping his arm, which had sprouted a long black blade from the wrist, around her throat. Everyone else stood up at once, readying their powers and weapons in case Shadow Master was serious about hurting his teammate. Seeing that the odds were monumentally against him Shadow Master released Miss Mental, stepping back while shoving her forward into the table before stalking out of the situation room. Danny started to follow him, but the Mer placed a hand on his shoulder to stop him.

"Don't. You'll regret it in ways you can't possibly comprehend right now."

"But he just attacked-"

"He's a dog on a leash that everyone treats with caution. This was him nipping at a hand that irritated him. Just let it stand at that."

Danny sat back down, watching Miss Mental rubbing her throat; she didn't look the least bit surprised that Shadow Master had attacked her, which was really kind of sad. Everyone sat back down again, at which point Miss Mental put out a piece of news that Danny had forgotten.

"We've also got a report saying that one of the visitors has gone missing. They're tearing apart the island looking for the kid, but they haven't found any trace of him yet."

"Oh crap, that's me! I've gotta go back, now! If anyone puts the pieces together-"

"All right, hurry to the teleporter. We can put you somewhere they haven't gotten to yet, but your excuse is up to you."

Danny ran to the teleporter chamber, feeling the unpleasant tingling of teleportation. Then there was darkness, followed by shouts and flashlights. Hands reached down to pull him out of his hiding spot, and he was safe.

Danny was sitting in the guards' infirmary, trying to convince the doctor that he was fine and didn't need to be checked out, when the door opened and his mother ran in, sweeping him up in a hug that made his battered body ache even more. He awkwardly hugged her back, asking what might have been a stupid question when she finally let him go.

"Uh, aren't you supposed to be at work?"

"When I heard about the riot and realized you were here, I had to get here as soon as possible. I was so worried you might be hurt, or . . . but you're not, and that's important. Are you hurt?"

"Just a little sore, that's all. Can I go home now?"

"Of course. I'll just get the doctor, and then we can go home, okay?"

Danny nodded and decided to lie back, waiting to go home. Right now he needed to rest, and this was just the opportunity he was looking for. He thought about getting in touch with his friends, but decided that it could wait. He just needed something to eat, and maybe a nap, before he did anything else. Simple, right?

"Is something wrong, Danny? You look distracted."

"What? Oh, sorry Sam. My mom's been pretty clingy since the thing at Dansworth. It's gotten so bad that I've been hearing a ringing in my ear all morning."

"Uh . . . " Tucker looked a little sheepish. "That's actually _my_ fault. I sent an upgrade to your communicator that lets you know when you've got a call while you're not transformed. Someone's probably been trying to get in touch with you."

"Isn't he brilliant?" Mallory wrapped her arms around Tucker; it hadn't even been a week since they became a "thing", and she was already getting a little too clingy and ooey-gooey. "It would've taken me at least two weeks to work up a spell that does that."

Jenny, who was behind Tucker and Mallory, mimed throwing up at Mallory's affection for Tucker; she'd admitted to Sam and Danny that she had a crush on Tucker, and was extremely jealous that they'd hit it off as well as they had. Danny was more worried about the fact that someone had been trying to call him while he was in school. It wasn't Captain Jimenez; she understood that he was still a kid, and as such left him alone during school hours. Passing his backpack off to Sam with instructions to place it in his locker, Danny headed to the bathroom. Shutting the door behind him he transformed and phased through the ceiling, resolidifying once he got to the roof. He pressed his ear to activate his communicator, immediately getting an earful of Good Knight's voice.

"_Why the hell aren't you answering your communicator? I've been trying to reach you all day!"_

"It's eleven in the morning! I'm at school right now, and there's not really anything that'll get me to ditch in the middle of the day."

"_I need your help. Freakshow stole something from a local businessman, and he says he wants you to come in and investigate. The guy even asked for you by name. He also won't let me investigate unless you're here."_

"Fine, I'm on my way. Give me the location and I'll be there in a few minutes."

"_Come to Masters Industries' head offices. Mister Masters has the whole manifest prepared for us. He just won't let me access it unless you're here."_

Danny seriously considered letting this situation wait until after school. He knew Vlad was just trying to screw with him; ever since the Oni had died, Vlad had been trying to poke at him in all kinds of little ways. Still, he had read the files on Freakshow, both the ones that the Justice Squadron had provided and the ones Cassandra, his Delphi consultant, had pulled up; they had more than convinced him that Freakshow needed to be put away before he really hurt anyone. Danny changed out of his ghostly form just long enough to send a text to Sam (and a copy to Jenny) asking her to get notes and homework for him. He then transformed back, lifting into the air on his way to Vlad Masters' office. He really hoped Vlad actually had information and wasn't just trying to mess with him.

"I can't believe you actually brought a _kid_ in on this. Is this what the Justice Squadron has come to?"

"Hey, you said-"

"I didn't think you'd actually _listen_ to me! I figured you'd get the assassin or the beast-man or one of the aliens or the gods to come in and _force_ me to turn over the information, not simply cave in to my demands!"

Danny was standing to the side listening as Good Knight and Vlad argued. He was actually a little upset that Vlad hadn't really wanted him there, though he was trying not to let that show. He looked over to his left, where Vlad's ninja bodyguard Karai was keeping watch on Good Knight in case she got angry enough to try and strike Vlad. She looked incredibly uncomfortable with the situation; from what little he'd learned about her, she felt a superior was not to be questioned, even by an enemy. Danny decided to stop the fight before it got out of hand.

"Are you going to give us the file or not? With your history, I really don't think you want Freakshow on the loose any more than we do."

Vlad knew this was true; his company had made the mutagen that had started Freakshow on his long, twisted path from unknown criminal to skincrawling monster, and Freakshow took every chance he could to try and ruin Vlad. Realizing he'd been outmaneuvered, he handed over a flash drive; Good Knight snatched it before he could take it back, and she left with Danny in tow. She waited until they had left the Masters Industries compound far behind before she pulled out a laptop and plugged the drive into the USB port; she read a little and then swore very loudly.

"Masters has access to an army of supervillains, and he doesn't think to use any of them to guard his Kindesium stores? Doesn't he realize what kind of attraction it is to Freakshow?"

Danny knew from reading Freakshow's files that Kindesium was the mutagen that made Freakshow gray and red. It had also damaged what was assumed to be an already unstable brain to the point of multiple homicides and attempted mass poisoning. The real kicker had been when Freakshow had been possessed by an alien creature, a harbinger of an invasion by the dreaded Wearers of Flesh. The burrowing creature's tissue had been absorbed by Freakshow's, letting him crack his bones and then stretch them and the connected flesh into any shape he could imagine; Rubbernecker had similar elasticity, but didn't need to shatter his skeleton to achieve that. This incident had also shattered what was left of Freakshow's sanity, and his actions immediately afterwards had led to his incarceration in Dansworth. What was he going to do with an almost harmless mutagen? Danny was still wondering when he drifted over his school, only to find that he'd spent far too much time with Good Knight; school was out for the day, meaning that he'd ditched for the first time in his life. _Mom's not going to be happy_.

"Where were you? Your school called and told me you hadn't shown up for any of your classes. You can't run off like that; what if you get hurt? Do you know how worried I was?"

Danny had been hit with this barrage of questions almost as soon as he walked through the door; his mom had taken a few days off of work to keep an eye on him since the encounter at Dansworth. He realized that lying would just make this worse. He had to tell her the truth, no matter the consequences. He just didn't have it in him to lie to his mother.

"I was looking into a robbery. I . . . I'm a superhero, Mom."

He could tell that, whatever excuse she had been expecting, this certainly wasn't it. Her mouth opened and closed a few times, like she was having trouble processing what he had said. He decided to demonstrate his powers to her before she could argue with him. Closing his eyes, he transformed in front of her. He then floated in the air, turned himself invisible, and phased his hand through the couch, all in turn, before powering down. To say she was shocked was severely lowballing it.

"You . . . all this time . . . do you have any idea how dangerous this is? Running around fighting lunatics with powers and weapons . . . oh my God, you crippled your sister!"

"To be fair-"

"Fair nothing! Your sister is in a _wheelchair_ because of you! She's the one that did this to you, isn't she? What am I thinking; of course she did this to you. She was always messing around downstairs-"

"Mom-"

"You can't do this anymore. I won't let you. Do you hear me? I forbid you to risk your life fighting madmen with powers anymore."

Danny thought about arguing with her for a minute, but realized that it would be foolish. She was dead-set against him doing this, and he decided not to make any more trouble than he had to. Nodding his agreement, Danny excused himself, heading up to his room to talk with his friends.

"-and so, she says I can't do any more superhero stuff."

Danny had four video chat windows open on his computer, one for each of his friends. Sam, Jenny, and Tucker all had different expressions of distaste for Danny's mother's decision on their faces; Mallory, who had just gotten her computer a few days ago, was more impressed by the fact that she was able to video chat at all.

"This is _unbelievable_. To think I used a crystal ball for sixty years. They can't even connect you with more than one person at a time-"

"Mallory!"

"Sorry, sorry. Anyway, my parents were extremely upset about me learning magic when I started out. It all got sorted out in the end though."

"And how, exactly, did that happen?"

"They, uh . . . they got attacked by a monster I summoned in secret. They didn't know I summoned it so, when I stopped it, they gave in and let me keep studying."

"I don't think setting up Danny's mom is a good idea to solve this. No offense, but it just seems like a terrible idea. Yeah, Jenny, what happened to him against the Oni might have something to do with her being as upset as she is."

"Maybe you should have just made up an excuse instead of letting your mom in on your secret." Tucker, who had once gotten in a super-fight with Captain Superior, spoke his mind on the subject. "I didn't have a choice, but you probably could have still kept it a secret."

"That's stupid. Danny has too much respect for his family to lie to them. It's just not in his nature."

"Still, it's not like parents always understand what you need to do. My mom thought I was some kind of heathen for wanting to do magic like Grandpa. Sometimes you just _have_ to lie to your parents about stuff."

"I can't believe either of you! You honestly think Danny should have just-"

"Maybe you all should let me decide for myself how to handle this." Danny had the benefit of defusing a three-way shouting match between Tucker, Mallory, and Sam as well as getting a word in edgewise. "I think I can get my mom to see reason, if I just work at it. Now if you'll excuse me, I think I want to get some homework done before I have dinner."

Everyone said goodbye to Danny before signing off, leaving him with some time to himself. He pulled out one of his schoolbooks and started thumbing through the assignment the class had been given, though he didn't actually get a chance to start; his ear started ringing with the tone he now recognized as an incoming communication. He transformed and pressed down his communicator, surprised to hear Captain Jimenez instead of Good Knight. She sounded a little desperate.

"Turn on the news, then get down to the Synder warehouse complex. Call in some of your buddies; this is bad."

Danny switched his TV on, watched for a minute, and then took off through the wall, getting in touch with one of the Justice Squadron's controllers (part of the massive support staff employed by the team) for backup. When he got to the warehouse complex, he saw something that looked vaguely familiar running around screaming; it wasn't until it threw off an energy bolt that he realized that it was the alien girl that had set off the Dansworth riot. She looked like hell; as he watched, a complete set of hand bones ripped out of her left arm to hang there with the ribs and half-skull. He wasn't an expert, but she sounded like she was in incredible pain. A second later his backup arrived, and he didn't have time to consider it.

Whitewing appeared in the air next to him; he would normally have been happy to see her, but she looked horror-stricken at what was going on in front of her. Accompanying her was another Mer, one of the nameless guardians of the underwater civilizations. This one was shorter but larger than the one at the Dansworth debriefing, with a layer of what appeared to be fat beneath his scales. He spoke first, breaking through the sounds of alien screams.

"What's goin' on? My people're gettin' ready for an Atlantean attack, and I don't like gettin' called away from a fight."

"It's the Dansworth riot instigator, but . . . we need to knock her out before she hurts someone."

Whitewing shot up into the air with a single thrust of her wings, rising above the battlefield and into the sun. Reaching into her utility belt she pulled out one of the force net pellets she'd used against the Centipede and hurled it down at the alien. It didn't take long for her to break loose, her strength driven by what had to be indescribable pain, and she hurled a wave of purple energy into the sky. Whitewing crossed her arms across her body, causing her bracers to light up and project a bright white shield in front of her. While the alien continued to hurl energy assaults into the sky the Mer ran, surprisingly fast for someone as big as he was. He waved his hand around in a pattern, and his moving mouth indicated that he was chanting something. He finished just in time to lay his hand on the alien, who immediately passed out into his arms. He pressed his ear (the standard placement for communicators in the Justice Squadron) and all three of them were teleported to the moon base for a debriefing and analysis of the captive.

"This is horrible. How could something like this _happen_? I didn't think God would allow something like this to even begin."

Danny had one of his arms wrapped around Whitewing's shoulder to try and comfort her; he'd been sitting like this the entire examination, which she was trying to watch without getting sick. The Mer that had helped him on Earth, whom he had learned was from the Arctic Ocean, had gone back home while the one from the Persian Gulf, who was female and far more interested in biological mutations, had come to help Bones and the Blue Meanie examine what looked like a hellish transformation. As they watched the rest of the second skull, which now had a sheath of muscle, exploded from her skin complete with tongue lolling out from between the teeth. The three examiners left the room, scrubbing down before coming out to announce their findings. Danny led Whitewing to the debriefing room, not surprised to find Good Knight sitting at one of the chairs. The Mer was the one to lead off the discussion.

"It's definitely fascinating, to say the least. She's undergoing some kind of mitosis, which is something no multi-celled organism in history has ever done before. I have to say, I want to watch this the whole way through; it's just so _fascinating_ to observe without a microscope."

"How exactly does this help me stop Freakshow? I didn't come here for a science project gone wrong, dammit!"

"Calm down, Jess." The Blue Meanie was more sympathetic than the Mer, who was far too interested in what was happening. "We managed to salvage what was left of the chemical that started this process from the girl. Some genetic tracers loosely match Viggorus Don, so it's probably an attempt to create a new mutagen based on Freakshow's chemical makeup."

Danny didn't know much about Viggorus Don; the Justice Squadron's files only listed that he was a rogue Wearer of Flesh that had once ridden inside Miss Mental and now refused any males that attempted to be its host. Rumors had Don as a pervert that had forced Miss Mental's body to undergo a host of deviant acts before he was expelled, but no one who had been on the team at the time, not even Shadow Master, talked about it. The fact that a mysterious mutagen had turned up with Wearer of Flesh DNA in it shortly after Kindesium had been stolen meant that Freakshow, or more likely his chemist sidekick-_cum_-lover Lydia, had started brewing up something foul.

"Can't we, you know, _stop_ this?" Whitewing's voice tremored a little, betraying the fact that she was still very shook up by what was going on in the surgery theater. "She's in agony; don't you think we should try and reverse this?"

"There's nothing to reverse. The mutagen burnt itself out starting her duplication, and at this point it's just a matter of her tissue separating. There's no way to stop it now except by killing her, and I'm sure that would sit worse with you than letting her suffer through it."

Whitewing looked sick, and excused herself from the table. Danny stood up to follow her, but Good Knight grabbed him by his shoulder and sat him back down, hard. He rubbed his shoulder while she began trying to give him orders.

"We are going back to Amity Park and tearing the city apart. Neither of us is wasting a single second until Freakshow is captured or, better, dead. Do you understand me, _boy_?"

"You can do it yourself." Danny stood up again, and wasn't manhandled this time. "After my mom sees the news, I'll be lucky if I'm allowed to see my friends for a month. Can someone get me a teleport home?"

Freakshow brushed off his suit, getting the last bits of skin and dander off of the sleeves. He'd decided to go with a black and red color scheme this time, topped off with a grey trench coat and black bowler hat. Satisfied that the suit was effectively untraceable, he stepped over the body of the tailor brought to him for the fitting and out the door of his "office", the supervisory station set up near the roof of the warehouse he'd made into his little hideout until he decided to leave. He stepped out onto the upper level and studied his domain.

Chemical tanks were scattered all over the place; each held an astounding amount of Kindesium. Crates had been set up to serve as walls, creating corridors and rooms in the large open space. Right below him was the largest open space, which served as an audience chamber and makeshift laboratory. He walked down the stairs to the lab, where Lydia was mixing something together. He walked down and saw that she was trying to refine his mutagen. He snuck up behind her and grabbed her shoulders, spooking her a little.

"Don't do that! If I spilled this stuff on me, it might make me hideous!"

"Don't you worry about that. You'll have to take some eventually, once we start the big plan into motion. More to the point, how many did we get this time?"

"About sixteen in all. Two are a set of twins, and the rest claim to be a group of anarchists, though they read more as a generic gang. Want to break them in?"

"Absolutely, dear. Bring them in."

Lydia reached over and flicked a switch; the crates had been wired with lights that would show people through to different parts of the complex. After a few minutes, Lydia's recruited thugs came through the only entrance to the lab. Two of them were nearly identical teenaged Latino girls; only their different-colored hair let him tell that they were two different people. The others were all black males of various ages, all of whom were wearing something blue. One of the black guys laughed when he saw Freakshow.

"Damn man, circus came early here, yo?"

Freakshow decided this was the one he would make an example of. He picked up his cane, a solid piece of tempered red glass that served as a pretty functional club, and spun it around his fingers while walking up to the laughing homie. He got right up to him, staring him in the eyes for a second before turning to the side.

"Are you the leader of this little group?"

"Straight up, da-"

Freakshow struck him in the side of the head with his cane, knocking him to the ground like it was nothing. As the gangbanger tried to push himself up he cracked the bones in his arm, wrapping it around his neck three times and grabbing onto his hand with his other hand, pulling to tighten his grip. It wasn't long before there was one less gangbanger in the room. Everyone else was stunned into silence as Freakshow brushed his sleeve off. As soon as everyone started to relax he struck again, smashing the dead leader's head open with his cane. He wiped it off on the dead man's shirt as he spoke calmly to his new henchmen.

"That's what happens if you question orders. Understood? Good. Now, let's talk about a dress code . . . "

Danny was sitting in his room, alone. After sneaking out of the house almost a week ago to contain the alien undergoing the hideous self-duplication, he had been grounded severely. Home, school, and nothing else; that was his life now. He barely got any time to talk to his friends outside of school, and the lack of human contact was starting to wear on him. He flipped on the news (as long as he didn't respond to events going on he was still allowed to watch) and listened while he worked on his math homework; the only good part of his forced retirement was that he was getting better grades. He was about halfway done when the music playing on the TV indicated a special report; he looked up immediately, his interest piqued due to boredom.

"We interrupt this broadcast for a special news report. We now go live to Harriet Chin. Go ahead, Harriet."

"I'm here at the Amity Park Mall, where something terrible has happened." Harriet Chin looked terrified, and Danny reasoned that she was only on the scene because she'd been filming a fluff piece and got caught up in the real story. "Just minutes ago, a girl was snatched by several unknown-"

As Miss Chin talked they played the footage captured by the camera crew. Several gangbanger types stormed in through the doors; it was hard to tell which gang they belonged to, since they had replaced their colors with red-and-black. You couldn't even tell their race, since they had painted their faces – they'd painted their faces grey and red, like Freakshow. A guard walked up to stop them and got shot in the leg for his troubles. The camera dropped to the ground as the cameraman ran for his life, but the view showed the legs of the Freakshow groupies surrounding the girl. One set of legs twisted, and the girl fell in front of the camera, letting him get a good look at her.

It was Paulina, holding one side of her face. As he watched the camera was picked up by one of the bangers, who focused on another banger . . . no. It was Freakshow himself, preening for the camera before launching into what seemed to be a prepared speech. Danny turned up the volume, forgetting that he wasn't allowed to get involved.

"Hello Amity Park." Freakshow sounded almost sincerely lonely; it was almost hard to remember him as a monster. "I have to say, all I ever wanted was a few friends. You know, people like me, people who understand what it's like to be me. And since there's no one _quite_ like me, I've decided to make a few. If you want to stop me, Detective, you'll know what to look for. Ta ta for now, all."

The video cut out to the news anchor, but Danny had stopped listening. He practically ran downstairs, preparing an argument to throw at his mother if she tried to stop him; she had to understand that he was _needed_ out there. He'd almost made it to the door when she stepped out of the kitchen. She didn't look happy.

"Where do you think you're going? You're grounded, remember?"

"Mom, you don't understand. Someone's in trouble-"

"And who says that it's your problem? People are always in trouble, and they get along just fine without you. You just want to play hero, but you're going to get hurt."

"You think I'm _playing_? I know this isn't a game! It's not even something I _want_ to do. I help people because I have the power to help, not because I'm a kid playing a fantasy game!"

"That's the point, though; you're just a kid! There are other people that-"

"There really aren't other people. That's the part that you just don't get. There is almost _no one_ who can help when something like this happens. Now, I have to go. We can talk about this when I get back, but first I have to stop this guy. Understand?"

She nodded; there were no arguments with the look in his eyes. Danny hugged his mom, transformed, and flew invisible and incorporeal into the night to find Freakshow.

Good Knight's voice echoed through his head as he flew, but Danny knew exactly where he was going. It wasn't hard to figure out; a pair of red spotlights were waving back and forth in the warehouse district, and he had to suspect that Freakshow was there. He landed in front of the spotlights and found Good Knight dismounting from what appeared to be a Goblin Glider-type mechanism; like his mom, she didn't look happy.

"Who the hell do you think you are? I've been trying to-"

"Come, come now, don't fight!" Both of them turned to a speaker mounted on the door, from which Freakshow's voice was coming. "You can do plenty of that inside! Speaking of which, enter and follow the lights!"

Good Knight kicked down the door, not worried about any kind of booby traps or other dangers. She held her sword drawn as they moved through a maze of crates, following a set of lights that was blinking down a set path. Danny had thought about phasing through the walls, but had stopped as soon as he'd felt a buzzing in his head; clearly, Freakshow had access to a phase-shocker, a more powerful (and painful) version of the security system used at Dansworth to keep prisoners from just walking through the walls. He was pretty sure that Freakshow would have something to keep him from flying over the maze, so he didn't try. After a few twists and turns, he and Good Knight found themselves in what appeared to be a reception room.

Freakshow was standing on an upper level, looking very casual; one would swear he had a plan. There was another figure standing on the railing next to him, holding itself in place with talon-studded feet; there was a cloth draped over it, keeping any other details in the dark. Down on the ground in front of them were about fifteen people, mostly male, with gray faces and red-and-black clothing. They were armed with an assortment of bats, pipes, knives, and other close-quarters weapons. Freakshow spread his hands when the two heroes walked through the opening in the crates.

"Welcome to the madhouse! We have a wonderful evening planned for you, and we're so glad you could make it!"

"Where's the girl?" Danny said this, since he realized that Good Knight really didn't care about Paulina. "Give her back, and we can talk about peaceful surrender."

"There will be no peaceful surrender!" Good Knight was shouting in anger. "This time, only one of us is walking away, you monster!"

"Monster? I'm hurt, Detective. I thought we were past all this 'I'm going to kill you' nonsense. But, if you really want to try, I suppose I can let you come up here and leave the kid to fight off everyone else alone."

Freakshow's goons parted to let Good Knight through to the stairs, moving immediately to stop Danny from following her. As Good Knight climbed up the stairs Freakshow pulled out a dart gun and aimed it at the crowd on the ground.

"Here, try a taste of my new mutagen. Guaranteed or your life back!"

Danny turned himself incorporeal as Freakshow pulled the trigger. The dart flew . . . and buried itself in the back of the neck of one of his male henchmen. The guy pulled it out, holding it up for a second before he started to swell up painfully. His scream shifted into a roar as he grew, until he was bellowing in fury as his growth stopped. He grinned, and then charged Danny with bone-studded knuckles clenched in giant fists. Danny leapt out of the way, leaving the man-monster to crash into the wall of crates behind him. Watching the group move in to attack him, he tried to remember the tips on crowd fighting he'd learned from Black Fist (an experienced martial artist) and Bantam Brawler (once an amateur boxer before she became the Norse goddess of thunder); both had criticized his somewhat sloppy style and offered lessons to help him. Since he couldn't phase through the walls or (probably) fly above them either, he had to rely on combat skills instead.

One of the girl groupies rushed him first, swinging wildly with a butterfly knife; he rolled out of the way while catching her with a jab designed to stun her. His next attack was to fire a close-range blast at a guy charging him with a baseball bat, knocking him away and forcing him to drop the bat. Ducking a fist, Danny tried to phase his hand through the other girl, planning on taking her out of the fight with a phase-punch. Instead of her writhing around, he found himself dragged into her body; it took him a second to realize that he had _possessed_ her, turning her against her companions. He twisted a far more agile body than his own around, kicking one of the male minions before rolling under an attack and coming up in a kick against one of the farthest bad guys. Two more fell before Danny decided to leave the girl. Just as he exited her body the giant came rushing forward, swatting Danny's former host across the area; she slammed into two more minions, knocking all three of them out. Danny noticed that the brute had charged through most of his allies, leaving only two others still standing. Danny realized that he needed to drop the big guy first; the others might even run away once their muscle was gone.

Floating a few inches above the ground, Danny held his hands up like a boxer. The brute charged, and Danny flipped over his shoulders, landing on his back and starting to hammer down with fully charged fists. The creature began flailing around wildly, unable to reach him while he was in his current position. The creature put its head down and charged the wall of crates, intent on smashing Danny between it and the wooden structure. Danny threw himself off as the buzzing in his head got stronger, and the creature ran straight into the phase-shocker hidden in the crates. Energy coursed through its body as the machine shorted out, and he began to shrink as the current started burning off the mutagen in his system. The charge died as the banger shrank down to his normal size, though he was still smoking and twitching. Danny turned and saw the last two Freakshow groupies staring dumbstruck at him. He threw his arms wide and stepped forward, which scared both of them into throwing their weapons down and running; one of them ran face-first into a support beam, laying him out cold.

Danny took to the stairs, leaping up them two at a time to get to the top. He saw Freakshow in furious combat with Good Knight, though he seemed more intent on keeping her from slashing up his suit than actually fighting her. A woman watching the fight saw Danny at the top of the stairs and pulled the cloth off of the mystery figure, shouting "Git it!" as she did. The creature turned to see Danny, and he got a good look at it for the first time.

It looked like a metal-infused harpy. Feet with steel talons were connected to scaly legs that led up to a female torso. Its (her) arms had metal blades that vaguely resembled feathers coming out of the outside edges; given the spacing, she probably couldn't fly. Her face looked familiar even with the tiny metal feather-like growths poking out, though he couldn't quite place it. Before he had any time to think on it she rushed him, grabbing him with steel-clawed hands and taking him over the railing with her. He turned himself incorporeal (which was safe now, with the phase-shocker destroyed) and dragged her through the ground with him before flying both of them above the ground level and turning them solid again. The creature threw him away from her, swiping her arms forward to launch a barrage of steel feathers at him. Danny raised an ectoplasmic shield to defend himself. The creature shrieked at him, raising her head back to scream at the roof. That was when he saw the locket on its neck. Paulina wore it all the time . . . _the creature was Paulina_. He couldn't fight it, not as the Phantom. In fact, there was only one idea he could think of, though it would be extremely dangerous. Still, he had to try.

The Paulina-creature backhanded him, and he simply took the blow, which knocked him backwards through a section of crates. The wood collapsed around him, burying him in broken timber. Once he was certain he was hidden he powered down, reverting back to regular Danny. The weight from the wood shifted and he groaned; he didn't really have to fake that too much, as his position was kind of uncomfortable. Paulina threw the last of the wood off of him with a snarl on her face, which quickly changed to a look of confusion when she saw Danny instead of the Phantom. She tried to speak, and it came out raspy and ruined; she also sounded like she'd lost a good chunk of her intelligence.

"D-d-dan-anny? What you . . . you do-oing here?"

"Paulina? Paulina, I want to help you. Please, let me help you."

And then Danny pushed himself up and hugged her, managing to not impale himself on the feather-blades growing out of her bones. She started twitching for a minute, then shrieked to the heavens at the top of her lungs. When he let her go the metal feathers on her arms had shrunk back significantly, and the facial feathers and metal talons had vanished completely; her level of transformation must have been linked to her emotions. She looked frightened and confused, which was only natural.

"Danny? Where am I? What happened? Why do I have these things on my arms?"

"It's all right. I'll explain it all in a minute, but right now I have something I need to do. Just wait here, all right?"

She nodded, and Danny transformed (since keeping his secret from her was an exercise in futility now) back into the Phantom, combining flight with a powerful leap to drop on the upper landing. He saw Freakshow kneeling on Good Knight's arms, holding her head down with one arm while the other held a massive syringe full of a gold-colored liquid. He looked up when he heard Danny land on the balcony, clearly surprised.

"Well, well, looks like someone's tougher than he looked. You done good, kid. Maybe we should tal-"

Danny had been slowly advancing towards Freakshow as he was talking, and took this moment to punch him full in the face. The syringe fell to the ground, and Danny blasted it into oblivion with one shot. Freakshow picked himself up and pulled out a handkerchief, wiping purple blood from his nose. He spun around a second later, chuckling loudly.

"You think you've won? I gave the girl what I got: Kindesium mixed with Wearer of Flesh. It can't be reversed, you know. And the generic stuff? Lydia has the makeup of it now, so it's just a matter of time before she gets tons of it into the world's water supply. The whole world'll be just like me, with just you sorry freaks left out!"

Danny punched him again, this time in the gut; Freakshow still managed to laugh through the wheezing. Danny picked him up by the front of his suit, charging his fists so he could lift him off the ground and slam him into the wall as hard as he could. He shook Freakshow a few times, which got him to stop laughing long enough for one last taunt.

"You know what, kid? I can see us doing this forever, you and I. You're so much more fun than the detective there, and I just don't know when to quit."

"I think it'll be forever before you take another free breath. The police are outside, and they're going to turn over Lydia to the Justice Squadron so they can make her forget your mutagen. Your messed-up world is not going to happen, got it?"

He didn't wait for an answer; SWAT members were storming in, forcing Freakshow into specially designed restraints used to contain his specific powerset. Danny turned and walked away, knowing that he had to have a few conversations before the night was over. Good Knight had pushed herself up from the ground and followed him out, clapping him on the shoulder to indicate she thought he'd done a good job.

"Hey Phantom, I just want to say-"

"Don't talk to me. I looked into your past as well as Freakshow's, and it disgusts me. You've killed and tortured his lackeys in interrogations, abused resources with both police agencies and the Justice Squadron . . . you do realize that you're supposed to be one of the good guys, right?"

"Hey, I did what I-"

"Had to do, right? You're not supposed to do what you 'have to do'; you're supposed to do what's _right_. Just go home and think hard about whether or not you deserve to be with the Justice Squadron before you try to talk to me again."

Good Knight stopped dead, and he could just picture her mouth working silently under her helmet. Fortunately she didn't say anything to him as he left; he didn't think he could keep down his fury at her if she said anything else to him. Besides, he had to talk to Paulina now.

Danny flew the last few miles home invisible, like he always did. He'd managed to convince Paulina to keep his secret identity a secret, and had promised to have the Justice Squadron help her control her powers, at least until they could find a way to reverse them. She was under control, and he had one last talk to have tonight. This was the one he was dreading the most.

He landed in the backyard, transforming under cover of the fence before using his key to unlock the back door. His mom was waiting for him in the living room with the television on; he managed to see that she was watching the news before she turned it off. She looked at him, and he saw that she was crying a little.

"They just ran a story about what happened in town. That was you that saved that girl?"

"Yeah, that was me." She wasn't thinking of the world, but one person he'd said he was trying to help. "She was in trouble, and-"

"I thought you were doing this for fun, or for the recognition, but . . . you really want to help, don't you?" All of a sudden Danny realized that they might not be tears of sadness that she was crying. "Is this what you really want? To help people?"

"It's what I've always wanted. More than anything."

"Well, then I guess I can't really stand in your way if you're trying to do good in the world. Just promise me you won't try and get yourself killed, all right?"

Danny ran over and hugged his mother. She understood it, and she supported him; that was all he'd wanted. This meant more to him than stopping Freakshow. This was the real victory.

You know, I'm not proud of how long it's been since I last published a chapter for this story. To be fair, I've been pretty busy with other stuff, but it's still a little disappointing. Also, I haven't published the companion bios for this story. I'm thinking of instead publishing the stories for the Justice Squadron from the beginning up to the start of this project, with possibly some newer stories that don't necessarily involve Danny. Yay or nay on this? Voice your opinions one way or the other and let me know if I should do this. While we wait, enjoy these insights into my story.

**Danny and his parents**

Someone posted a review reminding me that Danny's parents had so far been absent from this story. _This was intentional_. It was his parents' neglect that let Jazz make superpower juice in their basement, and it let Danny disappear to do stuff like the armored car chase without them noticing. Remember, they were crappy parents in the cartoon too; they're just more successful now. Actually, I don't know what to do with his dad; as a pro wrestler he's on the road a lot, and I can't really see many ideas involving him. He almost ended up dead when I started writing this, but I'm not sure I want to do that to him now. Still, Danny's now got a support network at home, which is good for him.

**Freakshow**

He's the Joker to Vlad's Lex Luthor. To be honest, I was always disappointed with how he turned out in the show. When I read the spoiler for him back when the show was still on, I got the idea in my head that he was going to be kind of like an evil Doctor Strange. Instead he turned out to be a carnie with a ghost fetish. So I gave him superpowers and made him bat-crap insane. Nice, right? He even wears a distinctly colored suit and has weird skin colors, so the decision to make him crazy just made sense. His mutation, and the mutagen that he dumps into Paulina and the alien girl, basically makes horror-story versions of other superpowers; Freakshow has an elastic body, the alien duplicates (though only once), and Paulina is a bird-girl. I'm not going to lie, I got the scene where he plugs his own guy in the back with his synthetic mutagen from Arkham Asylum (the game, not the graphic novel); it was just too good an image to pass up.

**Good Knight**

And just as Freakshow is the Joker, Good Knight is Batman. Except she's kind of worse, since she's willing to beat people near to death in her single-minded pursuit of Freakshow. She's got a bit of a history behind her, but it's kind of long and complicated and I really don't have the room for it in this chapter. We might get an origin story where she tells Danny the whole tale of how she and Freakshow ended up at each other's throats. Oh, and she's a cop. Almost forgot to mention that.

**Paulina**

There are a lot of Batman references in this chapter, and it was intentional. Paulina had a Blockbuster moment when she fights the Phantom but submits to Danny; it was like that with Blockbuster and Bruce Wayne. Her powers are tied into her emotions, that is to say, the more stressed out she is, the further she slides back down to metal-feathered bird monster. She will get control of those powers, and even get a better form, later on. Oh, and she does know who Danny is, but she's not going to turn into another member of the gang. She's still too full of herself for that, and it would make the boy-girl ratio even more out of whack.

**The Mer (or would it be Mers?) and Icthus**

It was a simple idea: what if there was an Aquaman for every ocean and sea, and Atlantis was the bad place to be? The Mer are basically nameless slaves in a sense, but with their impressive combat skills and magic they serve as guardians and champions for the kings and queens under the sea. Icthus, on the other hand, is a demon-worshipping sorcerer-priest-king who wants to turn the world into one huge ocean so his ooze-like boss can come in and pollute the waters of yet another world so he can add it to his collection. His cult rules Atlantis, and he has connections on the surface as well. It was one of these surface groups that got him thrown in the nuthouse prior to this chapter; he was not pleased.

That's all for now, folks. I'm not sure when the next chapter will be up, but I guarantee that it'll put fears of an extended awkward relationship out of your head entirely. Until then, have fun!


End file.
